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 (2) Weighted Average Maturity (3) March 31, December 31, (in Years) (In Thousands) Revolving credit facilities 5.64 % 3.62 % 4.0 $ 206,500 $ 146,300 Term loans 4.37 % 3.75 % 5.0 420,000 420,000 Senior Unsecured Notes 4.70 % 4.45 % 7.5 300,000 300,000 Master Trust Notes 5.89 % 5.27 % 4.7 166,681 167,854 CMBS 5.89 % 5.35 % 4.4 263,651 274,758 Related party notes payable 1.00 % 1.00 % 9.0 27,148 27,890 Convertible Notes 5.31 % 3.28 % 1.0 747,500 747,500 Total debt 5.13 % 3.95 % 3.8 2,131,480 2,084,302 Debt discount, net (12,027 ) (14,733 ) Deferred financing costs, net (4) (19,220 ) (14,932 ) Total debt, net $ 2,100,233 $ 2,054,637 (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 March 31, 2019 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 March 31, 2019 . (3) Represents the weighted average maturity based on the outstanding principal balance as of March 31, 2019 . (4) The Company records deferred financing costs for its revolving credit facilities in deferred costs and other assets, net on its consolidated balance sheets . Revolving Credit Facilities The Operating Partnership had access to an unsecured credit facility, the 2015 Credit Facility, which had a borrowing capacity of $800.0 million at December 31, 2018 . On January 14, 2019, the Operating Partnership entered into a new 2019 Revolving Credit and Term Loan Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders, comprised of the 2019 Credit Facility and the A-1 Term Loans. The 2019 Facilities Agreements replaced the existing 2015 Credit Agreement and 2015 Term Loan Agreement. The 2019 Credit Facility is comprised of $800.0 million of aggregate revolving commitments with a maturity date of March 31, 2023 and includes two six -month extensions that can be exercised at the Company’s option. The 2019 Revolving Credit and Term Loan Agreement includes an accordion feature providing for an additional $400.0 million of revolving borrowing capacity, subject to satisfying of certain requirements and obtaining additional lender commitments. As of March 31, 2019 , the outstanding loans under the 2019 Credit Facility bear interest at LIBOR plus an applicable margin of 1.10% per annum and the aggregate revolving commitments incur a facility fee of 0.25% per annum, in each case, based on the Operating Partnership's credit rating. In connection with entering into the 2019 Credit Facility, 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 2019 Credit Facility. The unamortized deferred financing costs relating to the 2019 Credit Facility were $4.6 million as of March 31, 2019 , compared to $0.4 million relating to the 2015 Credit Facility of as of December 31, 2018 , and are recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of March 31, 2019 , $206.5 million was outstanding and $593.5 million of borrowing capacity was available under the 2019 Credit Facility. No outstanding letters of credit existed under the agreement as of March 31, 2019 . The Operating Partnership 's ability to borrow under the 2019 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, 2019 , the Company and the Operating Partnership were in compliance with these financial covenants. Term Loans The Operating Partnership had an unsecured term loan facility, the 2015 Term Loan, which had a facility size of $420.0 million at December 31, 2018 . As discussed above, on January 14, 2019, the Operating Partnership entered into a new 2019 Revolving Credit and Term Loan Agreement, comprised of the 2019 Credit Facility and the A-1 Term Loans, which replaced the existing 2015 Credit Agreement and 2015 Term Loan Agreement. The A-1 Term Loans have an aggregate borrowing amount of $420.0 million with a maturity date of March 31, 2024. The Revolving Credit and Term Loan Agreement includes an accordion feature providing for an additional $200.0 million of term loans, subject to satisfying certain requirements and obtaining additional lender commitments. In addition, on January 14, 2019, the Operating Partnership entered into new A-2 Term Loans with Bank of America, N.A. as administrative agent and various lenders, comprised of $400.0 million of delayed draw term loans with a maturity date of March 31, 2022. The A-2 Term Loans include an accordion feature providing for an additional $200.0 million of term loans, subject to satisfying certain requirements and obtaining additional lender commitments. The Company expects to use the A-2 Term Loans to retire the 2.875% Convertible Notes upon their maturity in 2019. As of March 31, 2019 , the A-1 Term Loans bear interest at LIBOR plus an applicable margin of 1.25% per annum based on the Operating Partnership's credit rating. In addition, a ticking fee accrues on the unused portion of the commitments for the A-2 Term Loans at a rate of 0.20% until the earlier of July 12, 2019 and the termination of the commitments. In connection with entering into the A-1 Term Loans and A-2 Term Loans, the Company incurred origination costs of $6.5 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the term loans. The unamortized deferred financing costs relating to the the A-1 Term Loans and A-2 Term Loans were were $6.1 million as of March 31, 2019 , compared to $0.4 million related to the 2015 Term Loan as of December 31, 2018 , and are recorded net against the principal balance of mortgages and notes payable on the accompanying consolidated balance sheets. As of March 31, 2019 , the A-1 Term Loans had a $420.0 million outstanding balance and no available borrowing capacity. There were no borrowings outstanding under the A-2 Term Loans as of March 31, 2019 . The Operating Partnership's ability to borrow under the term loans 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 2019 Revolving Credit and Term Loan Agreement. As of March 31, 2019 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes The Operating Partnership issued $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 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 both March 31, 2019 and December 31, 2018 , the unamortized deferred financing costs relating to the Senior Unsecured Notes were $2.7 million and the unamortized discount was $1.5 million , 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 March 31, 2019 , the Company and the Operating Partnership were in compliance with these financial covenants. Master Trust Notes Master Trust 2013 is an asset-backed securitization platform 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. As of March 31, 2019 , the Master Trust 2013 had one series of notes outstanding, Series 2013-2 Class A, with a stated interest rate of 5.27% and an effective interest rate of 5.89% . These notes were issued by a single indirect wholly-owned subsidiary of the Company which is a bankruptcy-remote, special purpose entity, and were secured by 269 owned and financed properties at March 31, 2019 . As of March 31, 2019 , the notes had a remaining maturity of 4.7 years. In connection with their issuance, the Company incurred $8.0 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Series 2013-2 Class A notes. As of March 31, 2019 and December 31, 2018 , the unamortized deferred financing costs relating to Master Trust 2013 were $4.0 million and $4.2 million , respectively, which is recorded net against the Master Trust 2013 principal balance on the accompanying consolidated balance sheets. CMBS As of March 31, 2019 , indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under six fixed-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 of the loans as of March 31, 2019 ranged from 4.67% to 6.00% , with a weighted average stated interest rate of 5.35% . As of March 31, 2019 , the loans were secured by 100 properties. As of March 31, 2019 and December 31, 2018 , the unamortized deferred financing costs associated with these fixed-rate loans were $3.1 million and $3.2 million , respectively, and the unamortized net offering premium was $0.1 million as of both periods. Both the deferred financing costs and offering premium 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. 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 $27.1 million at March 31, 2019 , which is included in mortgages and notes payable, net on the consolidated balance sheets. As of March 31, 2019 , these mortgage notes have a weighted average stated interest rate of 1.00% , a weighted average term of 9.0 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 15.2727 per $1,000 principal note (equivalent to an initial conversion price of $65.48 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 $0.73026 per share. As of March 31, 2019 , the conversion rate was 17.4458 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 March 31, 2019 and December 31, 2018 , the unamortized discount was $10.7 million and $13.3 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 March 31, 2019 and December 31, 2018 , the unamortized deferred financing costs relating to the Convertible Notes were $3.4 million and $4.3 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the three months ended March 31, 2019 , the Company extinguished a total of $10.4 million aggregate principal amount of CMBS indebtedness on one defaulted loan, which was secured by one property. The loan had a default interest rate of 9.85% and resulted in a gain on debt extinguishment of $9.5 million . Additionally, as a result of the termination of the 2015 Credit Agreement and 2015 Term Loan Agreement, the Company recognized a loss on debt extinguishment of $0.7 million . During the three months ended March 31, 2018 , the Company extinguished a total of $33.9 million aggregate principal amount of mortgage indebtedness with a weighted average contractual interest rate of 9.88% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $21.1 million . Debt Maturities As of March 31, 2019 , scheduled debt maturities, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2019 (1) $ 8,766 $ 402,500 $ 411,266 2020 12,164 — 12,164 2021 12,737 345,000 357,737 2022 13,315 42,400 55,715 2023 11,609 546,026 557,635 Thereafter 16,895 720,068 736,963 Total $ 75,486 $ 2,055,994 $ 2,131,480 (1) The balloon payment balance in 2019 represents the maturity of the 2.875% Convertible Notes, which the Company expects to retire by drawing on the A-2 Term Loans. 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 2019 2018 Interest expense – revolving credit facilities (1) $ 2,178 $ 1,352 Interest expense – term loans 3,979 — Interest expense – Senior Unsecured Notes 3,338 3,338 Interest expense – mortgages and notes payable 6,252 32,707 Interest expense – Convertible Notes (2) 6,127 6,127 Non-cash interest expense: Amortization of deferred financing costs 2,031 2,979 Amortization of debt discount, net 2,706 4,562 Total interest expense $ 26,611 $ 51,065 (1) Includes facility fees of approximately $0.7 million and $0.5 million for the three month periods ended March 31, 2019 and 2018 , respectively. (2) Included in interest expense on the Operating Partnership 's consolidated statements of operations are amounts paid to the Company by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |