Debt | NOTE 4. 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 (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) September 30, 2020 December 31, 2019 Revolving credit facilities 5.12% — 2.5 $ — $ 116,500 Term loans 3.19% 1.66% 1.5 178,000 — Senior Unsecured Notes 3.81% 3.61% 8.5 1,950,000 1,500,000 CMBS 5.79% 5.47% 3.1 215,297 218,338 Convertible Notes 5.52% 3.75% 0.6 190,426 345,000 Total debt 4.08% 3.64% 6.9 2,533,723 2,179,838 Debt discount, net (8,642 ) (9,272 ) Deferred financing costs, net (4) (19,464 ) (17,549 ) Total debt, net $ 2,505,617 $ 2,153,017 (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 nine months ended September 30, 2020 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, 2020. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of September 30, 2020. (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 On January 14, 2019, the Operating Partnership entered into the 2019 Revolving Credit and Term Loan Agreement, comprised of the 2019 Credit Facility and the A-1 Term Loans, which replaced the 2015 Credit Agreement and 2015 Term Loan Agreement, respectively. The 2019 Credit Facility is comprised of $800.0 million of aggregate revolving commitments and an accordion feature providing for an additional $400.0 million of revolving borrowing capacity, subject to satisfying certain requirements and obtaining additional lender commitments. The 2019 Credit Facility has an initial maturity date of March 31, 2023 and includes two six-month As of September 30, 2020, the outstanding loans under the 2019 Credit Facility bore interest at 1-Month LIBOR plus an applicable margin of 0.90% per annum and the aggregate revolving commitments incurred a facility fee of 0.20% per annum, in each case, based on the Operating Partnership's credit rating, which was upgraded to BBB by S&P in May 2019. Prior to the upgrade, the 2019 Credit Facility bore interest at LIBOR plus an applicable margin of 1.10% per annum and the aggregate revolving commitments incurred a facility fee of 0.25% per annum. Deferred financing costs incurred in connection with entering into the 2019 Credit Facility are being amortized to interest expense over its remaining initial term. The unamortized deferred financing costs were $2.9 million as of September 30, 2020, compared to $3.7 million as of December 31, 2019, and are recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of September 30, 2020, the full $800.0 million of borrowing capacity was available under the 2019 Credit Facility. No outstanding letters of credit existed under the agreement as of September 30, 2020. The Term Loans On April 2, 2020, the Operating Partnership entered into the 2020 Term Loan Agreement, which provided for $200 million of unsecured term loans and has a maturity date of April 2, 2022. The 2020 Term Loan Agreement also had an accordion feature to increase the available term loans up to an aggregate of $400 million, which the Operating Partnership fully exercised in the second quarter of 2020 to borrow an additional $200 million of term loans. As of September 30, 2020, the 2020 Term Loans bore interest at LIBOR plus an applicable margin of 1.5% per annum, based on the Operating Partnership’s credit rating. If any 2020 Term Loans are outstanding after April 2, 2021, the Operating Partnership will be required to pay a one-time fee in an amount equal to 0.20% of the outstanding principal amount of the loans. In connection with entering into the 2020 Term Loan Agreement, the Company incurred $2.5 million in deferred financing costs, which are being amortized to interest expense over the 2020 Term Loans’ remaining initial term. On August 6, 2020, as a result of the issuance of the 2031 Senior Unsecured Notes described below, the Company triggered a mandatory prepayment under the 2020 Term Loan Agreement. As such, the Company repaid $222.0 million of the 2020 Term Loans and recognized a loss on debt extinguishment of $1.1 million during the three months ended September 30, 2020 as a result of write-offs of unamortized deferred financing costs. As of September 30, 2020, the unamortized deferred financing costs were $0.8 million and are recorded net against the Term loan principal balance on the accompanying consolidated balance sheets. The Company and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants in relation to the borrowings under the 2020 Term Loan Agreement. As of September 30, 2020, the Company and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes The Senior Unsecured Notes were issued by the Operating Partnership and guaranteed by the Company. The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Stated Interest Rate September 30, 2020 December 31, 2019 2026 Senior Notes September 15, 2026 4.45% $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 3.20% 300,000 300,000 2029 Senior Notes July 15, 2029 4.00% 400,000 400,000 2030 Senior Notes January 15, 2030 3.40% 500,000 500,000 2031 Senior Notes February 15, 2031 3.20% 450,000 — Total Senior Unsecured Notes 3.61% $ 1,950,000 $ 1,500,000 On August 6, 2020, the Operating Partnership issued $450.0 million aggregate principal amount of senior notes, which are guaranteed by the Company. The 2031 Senior Unsecured Notes were issued at 98.352% of their principal face amount, resulting in net proceeds of $441.3 million, after deducting the debt discount and transaction fees and expenses. In connection with the offering, the Operating Partnership incurred $4.2 million in deferred financing costs and an offering discount of $4.5 million. The 2031 Senior Unsecured Notes accrue interest at a rate of 3.20% per annum and mature on February 15, 2031. The Senior Unsecured Notes are payable on January 15 and July 15 of each year, except for the 2026 Senior Notes, which are payable on March 15 and September 15 of each year, and the 2031 Senior Notes, which are payable on February 15 and August 15 of each year. 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: 100% of the principal amount of the respective 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. If any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium. Deferred financing costs and offering discounts incurred in connection with the issuance the Senior Unsecured Notes are being amortized to interest expense over the lives of the respective Senior 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, 2020 , the Company and the Operating Partnership were in compliance with these financial covenants. CMBS As of September 30, 2020, indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under five 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 as of September 30, 2020 for the loans ranged from 5.23% to 6.00%, with a weighted average stated rate of 5.47%. As of September 30, 2020, the loans were secured by 88 properties. As of September 30, 2020 and December 31, 2019, the unamortized deferred financing costs associated with the CMBS loans were $2.1 million and $2.6 million, respectively, and the unamortized net offering premium was $0.3 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. 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. 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 2019 Notes matured on May 15, 2019 and were settled in cash. The 2021 Notes will mature on May 15, 2021 and interest is payable semi-annually in arrears on May 15 and November 15 of each year. The 2021 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 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 September 30, 2020, 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 Corporation’s common stock trade higher than the established thresholds, if the 2021 Notes trade below established thresholds, or certain corporate events occur. During the three months ended September 30, 2020, the Company repurchased $154.6 million of the 2021 Notes in cash, resulting in a loss on debt extinguishment of $6.2 million. Offering discount and deferred financing costs incurred in connection with the issuance of the Convertible Notes are being amortized to interest expense over the term of the respective Convertible Notes and, as such, the amounts related to the 2019 Notes were fully amortized in May 2019. As of September 30, 2020 and December 31, 2019, the unamortized discount on the 2021 Notes was $1.7 million and $6.5 million, respectively. As of September 30, 2020 and December 31, 2019, the unamortized deferred financing costs were $0.5 million and $2.1 million, respectively. These amounts are 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 was $55.1 million as of both September 30, 2020 and December 31, 2019 and is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs. Debt Extinguishment During the nine months ended September 30, 2020, the Company extinguished a total of $222.0 million of indebtedness outstanding under the 2020 Term Loans, resulting in a loss on debt extinguishment of $1.1 million. Additionally, the Company extinguished a total of $154.6 million aggregate principal amount of the 2021 Convertible Notes, resulting in a loss on debt extinguishment of $6.2 million. During the nine months ended September 30, 2019, the Company repaid and terminated the A-1 Term Loans and the A-2 Term Loans, resulting in a loss on debt extinguishment of $5.3 million. The Company also retired the Master Trust 2013 notes, resulting in a loss on debt extinguishment of $15.0 million. Additionally, 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. Finally, as a result of the termination of the 2015 Credit Agreement and the 2015 Term Loan Agreement, the Company recognized a loss on debt extinguishment of $0.7 million. Debt Maturities As of September 30, 2020, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2020 $ 1,059 $ — $ 1,059 2021 4,365 190,426 194,791 2022 4,617 178,000 182,617 2023 3,074 197,912 200,986 2024 590 — 590 Thereafter 3,610 1,950,070 1,953,680 Total $ 17,315 $ 2,516,408 $ 2,533,723 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest expense – revolving credit facilities (1) $ 409 $ 473 $ 3,269 $ 4,449 Interest expense – term loans 1,128 5,779 2,799 15,448 Interest expense – Senior Unsecured Notes 16,188 8,446 44,163 15,299 Interest expense – mortgages and notes payable 3,016 3,637 9,027 15,168 Interest expense – Convertible Notes (2) 2,473 3,234 8,942 14,010 Interest expense – interest rate swaps/other — 421 — 972 Non-cash interest expense: Amortization of deferred financing costs 1,450 1,350 4,048 5,155 Amortization of debt discount, net 1,038 1,179 3,504 5,805 Amortization of net losses related to interest rate swaps 702 156 2,106 156 Total interest expense $ 26,404 $ 24,675 $ 77,858 $ 76,462 (1) Includes facility fees of approximately $0.4 million (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. |