Debt | Debt The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes. The Convertible Notes were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Maturity (3) September 30, December 31, (in Years) (In Thousands) Revolving Credit Facility 3.43 % 2.49 % 1.5 $ 386,000 $ 86,000 Term Loan 2.83 % 2.59 % 1.1 420,000 420,000 Senior Unsecured Notes 4.59 % 4.45 % 9.0 300,000 300,000 Master Trust Notes 5.58 % 5.03 % 5.5 1,657,402 1,672,706 CMBS fixed-rate 5.85 % 5.89 % 3.9 426,583 528,427 Convertible Notes 5.32 % 3.28 % 2.5 747,500 747,500 Total debt 4.97 % 4.24 % 4.2 3,937,485 3,754,633 Debt discount, net (43,327 ) (52,894 ) Deferred financing costs, net (4) (31,013 ) (37,111 ) Total debt, net $ 3,863,145 $ 3,664,628 (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 September 30, 2017 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 September 30, 2017 . (3) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2017 . (4) The Company records deferred financing costs for its Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. Revolving Credit Facility On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility. The Revolving 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 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 Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a $50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuances of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving 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 September 30, 2017 , 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. The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.00% 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 September 30, 2017 , the Revolving 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 Revolving 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 Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). The Revolving Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors. As a result of entering into the Revolving 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 Revolving Credit Facility. The unamortized deferred financing costs relating to the Revolving Credit Facility were $2.0 million and $2.9 million as of September 30, 2017 and December 31, 2016 , respectively, and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of September 30, 2017 , $386.0 million was outstanding, no letters of credit were issued and $414.0 million of borrowing capacity was available under the Revolving Credit Facility. The Operating Partnership's ability to borrow under the Revolving 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, 2017 , the Corporation and the Operating Partnership were in compliance with these financial covenants. 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 up to $600.0 million , subject to obtaining additional lender commitments. During the fourth quarter of 2015 and 2016, the Company exercised the accordion feature under the Credit Agreement and increased the term facility borrowing capacity from $325.0 million to $370.0 million and $420.0 million , respectively. 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. The borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.00% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of September 30, 2017 , 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 re-borrowed 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 $2.4 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of September 30, 2017 and December 31, 2016 , the unamortized deferred financing costs relating to the Term Loan were $0.9 million and $1.5 million , respectively, and recorded net against the principal balance of the Term Loan on the accompanying consolidated balance sheets. As of September 30, 2017 , 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 September 30, 2017 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million , after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.45% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes. The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium. In connection with the offering, the Operating Partnership incurred $3.4 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Senior Unsecured Notes. As of both September 30, 2017 and December 31, 2016 , the unamortized deferred financing costs relating to the Senior Unsecured Notes were $3.1 million , and recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets. In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of September 30, 2017 , 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 September 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 5.1 % 2.7 $ 45,141 $ 53,919 Series 2014-1 Class A2 5.4 % 2.8 253,300 253,300 Series 2014-2 5.8 % 3.5 223,604 226,283 Series 2014-3 5.7 % 4.5 311,459 311,820 Series 2014-4 Class A1 3.5 % 2.3 150,000 150,000 Series 2014-4 Class A2 4.6 % 12.3 360,000 360,000 Total Master Trust 2014 notes 5.1 % 5.8 1,343,504 1,355,322 Series 2013-1 Class A 3.9 % 1.2 125,000 125,000 Series 2013-2 Class A 5.3 % 6.2 188,898 192,384 Total Master Trust 2013 notes 4.7 % 4.2 313,898 317,384 Total Master Trust notes 1,657,402 1,672,706 Debt discount, net (15,613 ) (18,787 ) Deferred financing costs, net (14,050 ) (16,376 ) Total Master Trust Notes, net $ 1,627,739 $ 1,637,543 (1) Represents the individual series stated interest rate as of September 30, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of September 30, 2017 . As of September 30, 2017 , the Master Trust 2014 notes were secured by 815 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, 2017 , the Master Trust 2013 notes were secured by 295 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of September 30, 2017 , indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 10 fixed-rate non-recourse loans, excluding six loans 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 September 30, 2017 , excluding the defaulted loans, ranged from 3.90% to 6.52% with a weighted average stated interest rate of 5.32% . As of September 30, 2017 , these fixed-rate loans were secured by 113 properties. As of September 30, 2017 and December 31, 2016 , the unamortized deferred financing costs associated with these fixed-rate loans were $4.2 million and $4.7 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 September 30, 2017 , certain borrowers were in default under the loan agreements relating to six separate CMBS fixed-rate loans, where eight properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 7.53% and 10.62% . 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, 2017 , the aggregate principal balance under the defaulted loans was $62.9 million , which includes $11.8 million of interest capitalized to the principal balance. 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. As of September 30, 2017 , the conversion rate was 77.1889 per $1,000 principal note. 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, 2017 and December 31, 2016 , the unamortized discount was $26.2 million and $33.5 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 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 September 30, 2017 and December 31, 2016 , the unamortized deferred financing costs relating to the Convertible Notes were $8.8 million and $11.4 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the nine months ended September 30, 2017 , the Company extinguished a total of $101.0 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.84% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $1.8 million . Payment of any premium is included in debt extinguishment costs within operating activities in the consolidated statement of cash flows. During the nine months ended September 30, 2016 , the Company extinguished a total of $817.3 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.02% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $0.3 million . Debt Maturities As of September 30, 2017 , scheduled debt maturities of the Company’s Revolving Credit Facility, Term Loan, Senior Unsecured Notes, Master Trust Notes, CMBS and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2017 (1) $ 7,538 $ 122,634 $ 130,172 2018 (2) 41,954 569,800 611,754 2019 (3) 44,325 798,500 842,825 2020 39,096 413,206 452,302 2021 30,658 554,753 585,411 Thereafter 219,000 1,096,021 1,315,021 Total $ 382,571 $ 3,554,914 $ 3,937,485 (1) The balloon payment balance in 2017 includes $62.9 million , including $11.8 million of capitalized interest, for the acceleration of principal payable following an event of default under six non-recourse CMBS loans with a stated maturity in 2017 . (2) 2018 includes $420 million unsecured Term Loan that is extendible at borrower's option pursuant to two one -year extension options. (3) 2019 includes the Revolving Credit Facility which is extendible for one year at the borrower's option. 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 2017 2016 2017 2016 Interest expense – Revolving Credit Facility (1) $ 3,075 $ 1,155 $ 5,632 $ 2,507 Interest expense – Term Loan 2,768 1,307 7,525 3,376 Interest expense – Senior Unsecured Notes 3,337 1,595 10,013 1,595 Interest expense – mortgages and notes payable 27,563 33,291 83,640 113,837 Interest expense – Convertible Notes (2) 6,127 6,127 18,382 18,382 Non-cash interest expense: Amortization of deferred financing costs 2,451 2,303 7,274 6,706 Amortization of net losses related to interest rate swaps — 28 — 85 Amortization of debt discount, net 3,359 1,847 9,663 3,354 Total interest expense $ 48,680 $ 47,653 $ 142,129 $ 149,842 (1) Includes facility fees of approximately $0.5 million for both of the three month periods ended September 30, 2017 and 2016 , and approximately $1.6 million and $1.5 million for the nine month periods ended September 30, 2017 and 2016 , respectively. (2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Corporation by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |