Debt | Debt The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): March 31, 2021 December 31, 2020 Homes segment Credit facilities: Goldman Sachs Bank USA $ 190,176 $ 145,825 Citibank, N.A. 109,732 87,103 Credit Suisse AG, Cayman Islands 98,928 128,238 Total Homes segment debt 398,836 361,166 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands 132,001 149,913 Citibank, N.A. 50,546 90,227 Warehouse line of credit: Comerica Bank 80,792 68,903 Total Mortgages segment debt 263,339 309,043 Convertible senior notes 1.375% convertible senior notes due 2026 352,077 347,566 2.75% convertible senior notes due 2025 421,770 414,888 0.75% convertible senior notes due 2024 493,044 524,273 1.50% convertible senior notes due 2023 330,314 326,796 Total convertible senior notes 1,597,205 1,613,523 Total debt $ 2,259,380 $ 2,283,732 Homes Segment To provide capital for Zillow Offers, we utilize credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates): Lender Final Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Goldman Sachs Bank USA April 20, 2022 $ 500,000 3.15 % Citibank, N.A. November 30, 2021 500,000 2.86 % Credit Suisse AG, Cayman Islands December 31, 2022 500,000 2.86 % Total $ 1,500,000 On January 6, 2021, certain wholly owned subsidiaries of Zillow Group amended the Credit Suisse AG, Cayman Islands credit agreement previously maturing on July 31, 2021 such that it now matures on December 31, 2022. Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender. On February 23, 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the Citibank, N.A. credit agreement in order to facilitate a titling trust structure. In March 2021, Zillow Group, through Zillow Offers, began buying and selling homes through a titling trust. The titling trust facilitates the allocation of beneficial ownership of properties to special purpose entities (each, an “SPE”), which special purpose entities are then party to agreements to finance the properties. Zillow Group initially formed these SPEs to purchase and sell residential properties through Zillow Offers, and subsequent to the creation of the titling trust, these SPEs hold beneficial interests in homes purchased by the titling trust, which the SPEs subsequently finance. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs and titling trust are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ and titling trust’s economic performance and the obligation to absorb losses of the SPEs and titling trust or the right to receive benefits that could potentially be significant to the SPEs and titling trust. The SPEs and titling trust are consolidated within Zillow Group’s condensed consolidated financial statements. As of March 31, 2021 and December 31, 2020, the total assets of the SPEs and titling trust were $573.6 million and $551.2 million, respectively, of which $471.9 million and $491.3 million are inventory, respectively, $83.2 million and $53.0 million are restricted cash, respectively, and $16.4 million and $3.9 million are accounts receivable, respectively. As of March 31, 2021 and December 31, 2020, the total liabilities of the SPEs and titling trust were $411.6 million and $372.5 million, respectively, of which $398.8 million and $361.2 million are credit facility borrowings, respectively, and $9.9 million and $10.8 million are accrued expenses, respectively. Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible. The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of March 31, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accounts and the collection accounts have been classified within our condensed consolidated balance sheets as restricted cash. Mortgages Segment To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our condensed consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in thousands, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Credit Suisse AG, Cayman Islands March 18, 2022 $ 300,000 2.50 % Citibank, N.A. October 26, 2021 100,000 1.86 % Comerica Bank June 26, 2021 100,000 3.01 % Total $ 500,000 On March 19, 2021, Zillow Home Loans amended its Credit Suisse AG, Cayman Islands (“Credit Suisse”) master repurchase agreement to increase the uncommitted total maximum borrowing capacity to $300.0 million with a maturity date of March 18, 2022. The repurchase agreement with Citibank, N.A. includes a committed amount of $25.0 million. In accordance with the master repurchase agreements, Credit Suisse and Citibank, N.A. (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of March 31, 2021 and December 31, 2020, $189.9 million and $240.1 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements. On February 4, 2021, Zillow Home Loans amended its Comerica Bank warehouse line of credit to increase the total maximum borrowing capacity to $100.0 million with a maturity date of June 26, 2021. The warehouse line of credit with Comerica Bank is committed. Borrowings on the repurchase agreements and warehouse line of credit bear interest at the one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of March 31, 2021, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries. For additional details related to our warehouse line of credit and repurchase agreements, see Note 14 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Convertible Senior Notes The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates): March 31, 2021 December 31, 2020 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 498,800 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 146,723 $ 1,476,837 $ 152,434 $ 1,508,675 May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 143,230 1,172,674 150,112 1,168,855 September 1, 2024 622,382 0.75 % 7.69 % March 1, 2020 March 1; September 1 129,338 1,854,113 148,727 2,023,280 July 1, 2023 372,825 1.50 % 6.99 % January 1, 2019 January 1; July 1 42,511 611,522 46,954 633,039 Total $ 2,059,007 $ 461,802 $ 5,115,146 $ 498,227 $ 5,333,849 Three Months Ended Three Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 1,717 $ 5,226 $ 128 $ 7,071 $ 1,719 $ 4,824 $ 118 $ 6,661 May 15, 2025 3,884 6,533 349 10,766 — — — — September 1, 2024 1,238 8,410 289 9,937 1,248 7,861 267 9,376 July 1, 2023 1,401 3,950 386 5,737 1,402 3,697 361 5,460 December 1, 2021 — — — — 2,300 4,911 508 7,719 December 15, 2020 — — — — 66 — — 66 Total $ 8,240 $ 24,119 $ 1,152 $ 33,511 $ 6,735 $ 21,293 $ 1,254 $ 29,282 The convertible notes are senior unsecured obligations and are classified as long-term debt in our condensed consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes. The convertible senior notes maturing in 2026 (“2026 Notes”), 2025 (“2025 Notes”), 2024 (“2024 Notes”) and 2023 (“2023 Notes”) (together, the “Notes”) are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. The Notes will mature on their respective maturity date, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the Notes: Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 July 1, 2023 April 1, 2023 12.7592 78.37 July 6, 2021 The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % December 1, 2021 69.19 85 % Each series of the Notes was convertible during the three months ended March 31, 2021, at the option of the holders. The following table summarizes the conversion activity for the Notes for the period presented (in thousands, except for share amounts): Three Months Ended 2023 Notes 2024 Notes 2026 Notes Total Aggregate principal amount converted $ 925 $ 50,618 $ 1,200 $ 52,743 Shares of Class C capital stock issued upon conversion 11,789 1,163,352 27,579 1,202,720 Total fair value of consideration transferred (1) $ 1,643 $ 153,925 $ 4,204 $ 159,772 Loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 841 $ 41,267 $ 883 $ 42,991 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 818 39,927 843 41,588 Loss on extinguishment of debt $ 23 $ 1,340 $ 40 $ 1,403 Consideration allocated to the equity component $ 802 $ 112,658 $ 3,321 $ 116,781 (1) Total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. For more than 20 trading days during the 30 consecutive trading days ended March 31, 2021, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of each series of the Notes. Accordingly, each series of the Notes is convertible at the option of the holders from April 1 through June 30, 2021. The 2026 Notes and 2024 Notes were first convertible during the three months ended September 30, 2020, and the 2025 Notes and 2023 Notes were first convertible during the three months ended March 31, 2021. For additional details related to our convertible senior notes, see Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |