Debt | Note 6. Debt Revolving Credit Facilities 2017 JPMorgan In April 2017, we entered into a new credit facility with JPMorgan and a syndicate of lenders (the “2017 JPMorgan Facility”). This $675.0 million senior secured revolving credit facility will mature in April 2020, with a one-year extension option subject to certain conditions. We have the option to increase the size of the 2017 JPMorgan Facility to up to $1.2 billion, subject to satisfying certain requirements and obtaining lender commitments. Borrowings under the 2017 JPMorgan Facility accrue interest at a floating rate equal to either the Adjusted London Interbank Offered Rate (“LIBOR”) or the Alternate Base Rate plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin varies based on the Total Leverage Ratio (as defined in the credit agreement), ranging from 0.75% to 1.30% for Alternative Base Rate loans and from 1.75% to 2.30% for Adjusted LIBOR loans. We are also required to pay customary fees on any outstanding letters of credit, and a facility fee to the lenders in respect of the unused commitments thereunder at a rate of either 0.35% or 0.20% per annum, depending on the level of usage. As of September 30, 2017, there were no borrowings outstanding under the 2017 JPMorgan Facility and $675.0 million was available for future borrowings subject to certain covenants and other borrowing limitations. The weighted-average interest rate for the period ended September 30, 2017 was 3.2%. The 2017 JPMorgan Facility replaced our two then-existing secured revolving credit facilities, the Prior JPMorgan Facility and the CitiBank Facility, as defined below, which were terminated concurrently with the creation of the 2017 JPMorgan Facility. All amounts outstanding under the 2017 JPMorgan Facility are collateralized by the equity interests in certain of our property owning subsidiaries, or pledged subsidiaries. The pledged subsidiaries are separate legal entities, but continue to be reported in our condensed consolidated financial statements. As long as the 2017 JPMorgan Facility is outstanding, the assets of each pledged subsidiary are not available to satisfy debts and obligations of the pledged subsidiaries other than those of the 2017 JPMorgan Facility to which it is pledged and may not be available to satisfy its own debts and obligations or those of any affiliate unless expressly permitted under the applicable loan agreements and the pledged subsidiary’s governing documents. The 2017 JPMorgan Facility contains certain covenants that may limit the amount of cash available for distribution and may, under certain circumstances, limit the amounts we may pay as dividends to those necessary to maintain our qualification as a REIT. There are various affirmative and negative covenants, including financial covenants that require the pledged subsidiaries to maintain minimum tangible net worth and liquidity levels (as defined in the credit agreement). As of September 30, 2017, the entities subject to these covenants were in compliance with these covenants. The 2017 JPMorgan Facility also requires that we set aside funds for payment of insurance, property taxes and certain property operating and maintenance expenses associated with properties in the pledged subsidiaries’ portfolios, which are included in restricted cash in the condensed consolidated balance sheets. The agreement also contains customary events of default, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. Prior JPMorgan We were party to a secured revolving credit facility with JPMorgan and a syndicate of lenders (the “Prior JPMorgan Facility”). Borrowings under the Prior JPMorgan Facility accrued interest at the three-month LIBOR plus 3.00% and we paid unused commitment fees ranging from 0.50% to 1.00%. In March 2017, we elected to voluntarily reduce borrowing availability under the Prior JPMorgan Facility from $300.0 million to $125.0 million. This facility was terminated in April 2017. As of December 31, 2016, there was no outstanding balance under the Prior JPMorgan Facility. The weighted-average interest rate for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 4.1% and 3.6%, respectively. CitiBank In connection with the SWAY Merger, we assumed SWAY’s secured revolving credit facility with CitiBank, N.A. and a syndicate of lenders (the “CitiBank Facility”). Borrowings under the CitiBank Facility accrued interest at LIBOR plus 2.95% and we paid unused commitment fees ranging from zero to 0.25%. In March 2017, we elected to voluntarily reduce borrowing availability under the CitiBank Facility from $300.0 million to $125.0 million. This facility was terminated in April 2017. As of December 31, 2016, $108.5 million was outstanding on the CitiBank Facility. The weighted-average interest rate for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 3.7% and 3.4%, respectively. Secured Term Loan DB Loan In June 2017, in connection with the GI Portfolio Acquisition (see Note 3. Single-Family Real Estate Investments Master Repurchase Agreement In connection with the SWAY Merger, we assumed SWAY’s liability (in its capacity as guarantor) in a repurchase agreement between a subsidiary of Prime and Deutsche Bank. The repurchase agreement was used to finance the acquired pools of NPLs secured by residential real property held by Prime. During the first quarter of 2017, we repaid the outstanding balance and terminated the repurchase agreement. As of December 31, 2016, the outstanding balance on this facility was approximately $19.3 million and is included in liabilities related to assets held for sale (see Note 14. Discontinued Operations Convertible Senior Notes In July 2014, SWAY issued $230.0 million in aggregate principal amount of our 3.00% Convertible Senior Notes due 2019 (the “2019 Convertible Notes”). Interest on the 2019 Convertible Notes is payable semiannually in arrears on January 1 and July 1 of each year. The 2019 Convertible Notes will mature on July 1, 2019. In October 2014, SWAY issued $172.5 million in aggregate principal amount of our 4.50% Convertible Senior Notes due 2017 (the “2017 Convertible Notes”). Interest on the 2017 Convertible Notes is payable semiannually in arrears on April 15 and October 15 of each year. The aggregate outstanding balance of the 2017 Convertible Notes as of September 30, 2017 was $3.6 million and the notes were settled for cash and common shares at maturity in October 2017. In January 2017, we issued $345.0 million in aggregate principal amount of our 3.50% Convertible Senior Notes due 2022 (the “2022 Convertible Notes” and together with the 2017 Convertible Notes and the 2019 Convertible Notes, the “Convertible Senior Notes”). Interest on the 2022 Convertible Notes is payable semiannually in arrears on January 15 and July 15 of each year. The 2022 Convertible Notes will mature on January 15, 2022. We used the net proceeds to repurchase, in privately negotiated transactions, most of the 2017 Convertible Notes and to reduce outstanding borrowings under our revolving credit facilities. The repurchased 2017 Convertible Notes were cancelled in accordance with the terms of the indenture and a loss of $7.2 million was recorded in loss on extinguishment of debt in our condensed consolidated statements of operations. The following tables summarize the terms of the Convertible Senior Notes outstanding as of September 30, 2017 (in thousands, except rates): Remaining Principal Coupon Effective Conversion Maturity Period of Amount Rate Rate (1) Rate (2) Date Amortization 2017 Convertible Notes $ 3,602 4.50 % 9.22 % 33.9836 10/15/17 0.04 years 2019 Convertible Notes $ 230,000 3.00 % 11.06 % 32.5048 7/1/19 1.75 years 2022 Convertible Notes $ 345,000 3.50 % 5.28 % 27.1186 1/15/22 4.30 years September 30, 2017 Total principal $ 578,602 Net unamortized fair value adjustment (44,395 ) Deferred financing costs, net (7,551 ) Carrying amount of debt components $ 526,656 (1) Effective rate includes the effect of the adjustment for the conversion option, the value of which reduced the initial liability recorded. (2) We generally have the option to settle any conversions in cash, common shares or a combination thereof. The conversion rate represents the number of common shares issuable per $1,000 principal amount of Convertible Senior Notes converted at September 30, 2017, as adjusted in accordance with the applicable indentures as a result of cash dividend payments. As of September 30, 2017, the 2017 Convertible Notes are convertible. The 2019 and 2022 Convertible Senior Notes did not meet the criteria for conversion as of September 30, 2017. Pursuant to certain terms and conditions defined in their respective indentures, the 2019 Convertible Notes and 2022 Convertible Notes may be converted at the note holder’s election as a result of the Proposed Mergers for a period of 35 trading days following the effective date of such transactions. Terms of Conversion As of September 30, 2017, the conversion rate applicable to the 2017 Convertible Notes was 33.9836 common shares per $1,000 principal amount of the 2017 Convertible Notes (equivalent to a conversion price of approximately $29.43 per common share). The conversion rate for the 2017 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2017 Convertible Notes in connection with such an event in certain circumstances. At any time prior to April 15, 2017, holders could have converted the 2017 Convertible Notes at their option under specific circumstances as defined in the indenture agreement, dated as of October 14, 2014, between us and our trustee, Wilmington Trust, National Association (“the Convertible Notes Trustee”). On or after April 15, 2017 and until maturity, holders may convert all or any portion of the 2017 Convertible Notes at any time. Upon conversion, we will pay or deliver a combination of cash and common shares. As of September 30, 2017, the conversion rate applicable to the 2019 Convertible Notes was 32.5048 common shares per $1,000 principal amount of the 2019 Convertible Notes (equivalent to a conversion price of approximately $30.76 per common share). The conversion rate for the 2019 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2019 Convertible Notes in connection with such an event in certain circumstances. At any time prior to January 1, 2019, holders may convert the 2019 Convertible Notes at their option only under specific circumstances (including as a result of the completion of the Proposed Mergers) as defined in the indenture agreement, dated as of July 7, 2014, between us and the Convertible Notes Trustee. On or after January 1, 2019 and until maturity, holders may convert all or any portion of the 2019 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares, at our election. As of September 30, 2017, the conversion rate applicable to the 2022 Convertible Notes was 27.1186 common shares per $1,000 principal amount of the 2022 Convertible Notes (equivalent to a conversion price of approximately $36.88 per common share). The conversion rate for the 2022 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2022 Convertible Notes in connection with such an event in certain circumstances. At any time prior to July 15, 2021, holders may convert the 2022 Convertible Notes at their option only under specific circumstances (including as a result of the completion of the Proposed Mergers) as defined in the indenture agreement, dated as of January 4, 2017, between us and the Convertible Notes Trustee. On or after July 15, 2021 and until maturity, holders may convert all or any portion of the 2022 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares, at our election. We may not redeem the Convertible Senior Notes prior to their maturity dates except to the extent necessary to preserve our status as a REIT for U.S. federal income tax purposes, as further described in the indentures. If we undergo a fundamental change as defined in the indentures, holders may require us to repurchase for cash all or any portion of their Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Proposed Mergers do not constitute a fundamental change under the indentures. The indentures contain customary terms and covenants and events of default. If an event of default occurs and is continuing, the Convertible Notes Trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Senior Notes, by notice to us and the Convertible Notes Trustee, may, and the Convertible Notes Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Convertible Senior Notes to be due and payable. However, in the case of an event of default arising out of certain events of bankruptcy, insolvency or reorganization in respect to us (as set forth in the indentures), 100% of the principal of and accrued and unpaid interest on the Convertible Senior Notes will automatically become due and payable. Mortgage Loans We, CAH and SWAY have completed multiple mortgage loans transactions, each of which involved the issuance and sale in a private offering of single-family rental pass-through certificates (“Certificates”) issued by a trust (a “Trust”) established by the respective companies. The Certificates represent beneficial ownership interests in a loan secured by a portfolio of single-family homes operated as rental properties (“Properties”) contributed to a newly-formed special purpose entity (“SPE”) indirectly owned by us. The assets of each Trust consist primarily of a single componentized promissory note issued by an SPE (“Borrower”), evidencing a mortgage (“Loan”). Each Loan has a two or three-year term with two or three 12-month extension options, except for the mortgage loan transaction completed in September 2017 (“SWH 2017-1”), which has two 12-month extension options and one 15-month extension option. Each Loan is guaranteed by the Borrower’s sole member (the “Equity Owner”), also an SPE owned by us. Each Loan is secured by a pledge of all of the assets of the Borrower, including first-priority mortgages on its Properties, and the Equity Owner’s obligations under its guaranty is secured by a pledge of all of the assets of the Equity Owner, including a security interest in the sole membership interest in the Borrower. Each loan agreement is between JPMorgan or German American Capital Corporation and the Borrower. The Loan Sellers sold each Loan to a separate wholly owned subsidiary of ours (each a “Depositor”), which then transferred the Loan to the trustee of a Trust in exchange for the issuance of the Certificates. In addition to the Certificates sold to investors in each offering (the “Offered Certificates”), five of the Trusts issued Certificates that were retained or purchased by us. During the quarter ended June 30, 2017, we voluntarily repaid the outstanding principal balance of the SWAY 2014 mortgage loan in the amount of $522.5 million. In connection with this voluntary prepayment, we recorded a loss of $1.1 million, which is included in loss on extinguishment of debt in the condensed consolidated statements of operations. In June 2017, we also voluntarily reduced the outstanding principal balances of the CAH 2014-2 mortgage loan by $100.0 million. We recorded a $1.5 million loss on extinguishment of debt, which represents the pro rata write-off of deferred loan costs related to the CAH 2014-2 mortgage loan. For purposes of computing, among other things, interest accrued on the Loan, each Loan is divided into five to seven components, each of which corresponds to one class of Certificates, which had, at inception, an initial component balance equal to the corresponding class of Offered Certificates. The following table sets forth the terms of each of the Loans: Blended Principal Balance Outstanding Closing Maturity LIBOR September 30, December 31, (Dollars in thousands) Date Date (1) Spread 2017 2016 CAH 2014-1 April 2014 May 2019 1.72 % (2) $ 478,734 $ 491,140 CAH 2014-2 June 2014 July 2019 1.76 % 437,156 548,503 CAH 2015-1 June 2015 July 2020 1.88 % 659,588 672,054 CSH 2016-1 June 2016 July 2021 2.31 % 533,746 535,474 CSH 2016-2 November 2016 December 2021 1.85 % 609,815 610,585 SWH 2017-1 September 2017 January 2023 1.55 % 769,754 — SWAY 2014 December 2014 June 2017 (3) — — 525,401 3,488,793 3,383,157 Deferred financing costs, net (54,995 ) (46,387 ) Unamortized discount (1,521 ) (3,529 ) Carrying value $ 3,432,277 $ 3,333,241 (1) Assuming exercise of extension options. (2) Subject to LIBOR floor of 0.25%. (3) Voluntarily repaid and terminated. Each Loan is secured by first-priority mortgages on the Properties, which are owned by the Borrower. Each Loan is also secured by a first-priority pledge of the equity interests of the Borrower. The loan agreements require that the Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on indebtedness Borrower can incur, limitations on sales and dispositions of the Properties, required maintenance of specified cash reserves, and various restrictions on the use of cash generated by the operations of the Properties while the Loan is outstanding. The loan agreement also includes customary events of default, the occurrence of which would allow the Loan Sellers to accelerate payment of all amounts outstanding thereunder and to require that all of the rental income associated with the real estate properties of the Borrower, after payment of specified operating expenses, asset management fees, and interest, be required to prepay the Loan. The Borrower is also required to furnish various financial and other reports to the Loan Sellers. We evaluated the accounting for the mortgage loan transactions under ASC 860, Transfers and Servicing. We have also evaluated the transfer of the Loan from the Depositor to the mortgage loan trustee under ASC 860-10-40-5, noting that the Loan has been isolated from the Depositor, even in bankruptcy or receivership, which has been supported by a true sale opinion obtained as part of the mortgage loan transaction. Additionally, the third-party holders of the Certificates are freely able to pledge or exchange their Certificates, and we maintain no other form of effective control over the Loan through repurchase agreements, cleanup calls, or otherwise. Accordingly, we have concluded that the transfer of each Loan from the Depositor to the Trust meets the conditions for a sale of financial assets under ASC 860-10-40-4 through ASC 860-10-40-5 and have therefore derecognized the Loan in accordance with ASC 860-20. As such, our condensed consolidated financial statements, through the Borrowers, our consolidated subsidiaries, reflect the Properties at historical cost basis and a loan payable is recorded in an amount equal to the principal balance outstanding on each Loan. We have also evaluated the Retained Certificates as a variable interest in the respective Trust and concluded that the Retained Certificates will not absorb a majority of the Trust's expected losses or receive a majority of the Trust's expected residual returns. Additionally, we have concluded that the Retained Certificates do not provide us with any ability to direct activities that could impact the Trust's economic performance. Accordingly, we do not consolidate the Trusts but do consolidate, at historical cost basis, the properties placed as collateral for each Loan and have included the corresponding mortgage loan components in the net mortgage loan liability at September 30, 2017 and December 31, 2016, in the accompanying condensed consolidated balance sheets. Separately, the $153.1 million and $141.1 million of Retained Certificates have been reflected as asset-backed securitization certificates in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, respectively. In order to mitigate our exposure to potential future increases in LIBOR rates, we have purchased interest rate caps and entered into interest rate swap contracts. See Note 11. Derivatives and Hedging Total Borrowings As of September 30, 2017, we had total outstanding borrowings of $4.1 billion, of which the total amount related to mortgage loans was $3.5 billion and the total amount related to the Convertible Senior Notes was $578.6 million. As of September 30, 2017, we had approximately $70.3 million in net deferred financing costs, which we amortize using the effective interest rate method. As of September 30, 2017, we were in compliance with all of our debt covenant requirements. The following table outlines our total gross interest, including unused commitment and other fees, accretion of discounts and amortization of deferred financing costs, and capitalized interest for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Gross interest cost $ 39,550 $ 39,488 $ 116,344 $ 115,265 Capitalized interest (673 ) (192 ) (1,327 ) (528 ) Interest expense $ 38,877 $ 39,296 $ 115,017 $ 114,737 The following table summarizes the contractual maturities of our debt as of September 30, 2017; maturity dates assume exercise of optional extension terms of mortgage loans (in thousands): Remaining 2017 2018 2019 2020 2021 After 2021 Total Mortgage loans 1,105 4,419 910,367 659,588 1,143,561 769,753 3,488,793 Convertible Senior Notes 3,602 — 230,000 — — 345,000 578,602 Total $ 4,707 $ 4,419 $ 1,140,367 $ 659,588 $ 1,143,561 $ 1,114,753 $ 4,067,395 |