Debt | Debt The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes which 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 5.42 % 3.37 % 0.5 $ 157,000 $ 112,000 Term Loan 3.78 % 3.57 % 0.1 420,000 — Master Trust Notes 5.89 % 5.27 % 5.2 169,012 2,248,504 CMBS 5.90 % 5.51 % 4.7 275,460 332,647 Related Party Notes Payable 1.00 % 1.00 % 9.5 28,630 — Convertible Notes 5.31 % 3.28 % 1.5 747,500 747,500 Senior Unsecured Notes 4.60 % 4.45 % 8.0 300,000 300,000 Total debt 5.04 % 3.93 % 2.9 2,097,602 3,740,651 Debt discount, net (17,406 ) (61,399 ) Deferred financing costs, net (4) (15,928 ) (39,572 ) Total debt, net $ 2,064,268 $ 3,639,680 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees, and non-utilization fees, where applicable, calculated for the three months ended September 30, 2018 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, 2018 . (3) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2018 . (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 The Company has access to an unsecured credit facility, the Revolving Credit Facility , which 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. 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. Borrowings bear interest at 1-Month LIBOR plus 0.875% to 1.55% per annum and require 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. As of September 30, 2018 , the Revolving Credit Facility bore interest at 1-Month LIBOR plus 1.25% and incurred a facility fee of 0.25% per annum. In connection with placement and use of the Revolving Credit Facility , the Company has 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 $0.7 million and $1.6 million as of September 30, 2018 and December 31, 2017 , respectively, and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of September 30, 2018 , $157.0 million was outstanding and $643.0 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, 2018 , the Company 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 with 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 from $420.0 million up to $600.0 million , subject to obtaining additional lender commitments. 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. The Company elected to exercise its option to extend the Term Loan, see Note 13 for further discussion. The Term Loan Agreement provides that outstanding borrowings bear interest at 1-Month LIBOR plus 0.90% to 1.75% per annum, depending on the Company’s credit ratings. As of September 30, 2018 , the Term Loan bore interest at 1-Month LIBOR plus 1.35% . 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, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Term Loan were $0.1 million and $0.7 million , respectively, and were recorded net against the principal balance of mortgages and notes payable as of September 30, 2018 and December 31, 2017 , on the accompanying consolidated balance sheets. As of September 30, 2018 , the Term Loan had a $420.0 million outstanding balance and no available borrowing capacity. 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, 2018 , 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 Company. The Senior Unsecured Notes were issued at 99.378% of their principal face 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 annum, payable on March 15 and September 15 of each year, and mature on 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 on 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 and an offering discount of $1.9 million . These amounts are being amortized to interest expense over the life of the Senior Unsecured Notes . As of September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Senior Unsecured Notes were $2.8 million and $3.0 million , respectively, and the unamortized discount was $1.5 million and $1.7 million , respectively, with both the deferred financing costs and offering discount 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 Company 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, 2018 , the Company and the Operating Partnership were in compliance with these financial covenants. Master Trust Notes Master Trust 2013 and Master Trust 2014 are asset-backed securitization platforms through which the Company has raised capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. On January 23, 2018, the Company re-priced a private offering of the Master Trust 2014 Series 2017-1 notes with $674.2 million aggregate principal amount. As a result, the interest rate on the Class B Notes was reduced from 6.35% to 5.49% , while the other terms of the Class B Notes remained unchanged. The terms of the Class A Notes were unaffected by the repricing. In connection with the re-pricing, the Company received $8.2 million in additional proceeds, that reduced the discount on the underlying debt. On February 2, 2018, the Operating Partnership sold its holding of Master Trust 2014 Series 2014-2 notes with a principal balance of $11.6 million to a third-party. This transaction resulted in an increase in the Company's mortgages and notes payable, net balance as shown in the balance sheet. On May 21, 2018, the Company retired $123.1 million of Master Trust 2013 Series 2013-1 Class A notes. There was no make-whole payment associated with the redemption of these notes. During the nine months ended September 30, 2018 there were $15.2 million in prepayments on Master Trust 2013 Series 2013-2 Class A notes with $934 thousand in associated make-whole payments. On May 31, 2018, in conjunction with the Spin-Off , the Company contributed Master Trust 2014 , which is included in liabilities related to SMTA Spin-Off in our December 31, 2017 consolidated balance sheet. The Master Trust Notes are summarized below: Stated Rate Maturity September 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A2 $ — $ 252,437 Series 2014-2 — 222,683 Series 2014-3 — 311,336 Series 2014-4 Class A1 — 150,000 Series 2014-4 Class A2 — 358,664 Series 2017-1 Class A — 515,280 Series 2017-1 Class B — 125,400 Total Master Trust 2014 notes — 1,935,800 Series 2013-1 Class A — 125,000 Series 2013-2 Class A 5.3 % 5.2 169,012 187,704 Total Master Trust 2013 notes 5.3 % 5.2 169,012 312,704 Debt discount, net — (36,188 ) Deferred financing costs, net (4,389 ) (24,010 ) Total Master Trust Notes, net $ 164,623 $ 2,188,306 As of September 30, 2018 , the Master Trust 2013 notes were secured by 269 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Company which is a bankruptcy-remote, special purpose entity. CMBS As of September 30, 2018 , indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under six 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 September 30, 2018 , excluding the defaulted loan, ranged from 4.67% to 6.00% with a weighted average stated interest rate of 5.35% . As of September 30, 2018 , the non-defaulted loans were secured by 100 properties. As of September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs associated with these fixed-rate loans were $3.4 million and $3.9 million , respectively, and the unamortized net offering discount was $0.1 million as of both periods. Both the deferred financing costs and offering discount were recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets and are being amortized to interest expense over the term of the respective loans. As of September 30, 2018 , a certain borrower remained in default under the loan agreement relating to one CMBS fixed-rate loan, where one property securing the respective loan was no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on this loan was 9.85% . The defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligation. As of September 30, 2018 , the aggregate principal balance under the defaulted loan was $9.9 million , which includes $3.1 million of interest capitalized to the principal balance. Related Party Mortgage Loans Payable Wholly-owned subsidiaries of Spirit are the borrower on four mortgage loans payable held by SMTA and secured by six single-tenant commercial properties. In total, these mortgage notes had outstanding principal of $28.6 million at September 30, 2018 , which is included in mortgages and notes payable, net on the consolidated balance sheets. As of September 30, 2018 , these mortgage notes have a weighted average stated interest rate of 1.00% , a weighted average term of 9.5 years and are eligible for early repayment without penalty. Convertible Notes In May 2014, the Company 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 . Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc. on the consolidated balance sheets of the Operating Partnership. The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Company'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 a current threshold of $0.14605 per share. As of September 30, 2018 , the conversion rate was 86.9923 per $1,000 principal note, which reflects the adjustment from the SMTA dividend distribution related to the Spin-Off , in addition to the other regular dividends declared during the life of the Convertible Notes . Earlier conversion may be triggered if shares of the Company's common stock trade 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, 2018 and December 31, 2017 , the unamortized discount was $16.0 million and $23.7 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 September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Convertible Notes were $5.3 million and $8.0 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, 2018 , the Company extinguished a total of $179.3 million aggregate principal amount of indebtedness, including the retirement of $123.1 million of Master Trust 2013 Series 2013-1 Class A notes and $56.2 million of CMBS debt. The extinguishments had a weighted average contractual interest rate of 5.69% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $26.7 million . During the nine months ended September 30, 2017 , the Company extinguished a total of $101.0 million aggregate principal amount of 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 . Debt Maturities As of September 30, 2018 , scheduled debt maturities of the Company’s Revolving Credit Facility , Term Loan , Senior Unsecured Notes , Master Trust 2013 , CMBS, Convertible Notes and Related Party Notes Payable, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2018 (1) $ 2,848 $ 429,869 $ 432,717 2019 (2) 11,672 559,500 571,172 2020 12,163 — 12,163 2021 12,737 345,000 357,737 2022 13,315 42,400 55,715 Thereafter 28,504 639,594 668,098 Total $ 81,239 $ 2,016,363 $ 2,097,602 (1) The balloon payment balance in 2018 includes $9.9 million , of which $3.1 million is capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2018 and the original maturity of the $420.0 million Term Loan. See Note 13 Subsequent Events for details relating to the extension of the Term Loan. (2) 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 2018 2017 2018 2017 Interest expense – Revolving Credit Facility (1) $ 1,933 $ 3,075 $ 6,134 $ 5,632 Interest expense – Term Loan 2,677 2,768 2,677 7,525 Interest expense – Senior Unsecured Notes 3,338 3,337 10,013 10,013 Interest expense – mortgages and notes payable 6,183 27,563 62,370 83,640 Interest expense – Convertible Notes (2) 6,127 6,127 18,382 18,382 Non-cash interest expense: Amortization of deferred financing costs 1,890 2,451 7,442 7,274 Amortization of debt discount, net 2,636 3,359 10,888 9,663 Total interest expense $ 24,784 $ 48,680 $ 117,906 $ 142,129 (1) Includes facility fees of approximately $0.5 million for both of the three month periods ended September 30, 2018 and 2017 , and $1.6 million for both of the nine month periods ended September 30, 2018 and 2017 . (2) Included in interest expense on the Operating Partnership 's consolidated statements of operations and comprehensive income are amounts paid to the Company by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |