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Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
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)

 

 

March 31,

2020

 

 

December 31,

2019

 

Revolving credit facilities

 

3.17%

 

 

2.26%

 

 

 

3.0

 

 

$

500,000

 

 

$

116,500

 

Senior Unsecured Notes

 

3.85%

 

 

3.73%

 

 

 

8.4

 

 

 

1,500,000

 

 

 

1,500,000

 

CMBS

 

5.81%

 

 

5.47%

 

 

 

3.6

 

 

 

217,320

 

 

 

218,338

 

Convertible Notes

 

5.63%

 

 

3.75%

 

 

 

1.1

 

 

 

345,000

 

 

 

345,000

 

Total debt

 

4.20%

 

 

3.59%

 

 

 

6.0

 

 

 

2,562,320

 

 

 

2,179,838

 

Debt discount, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,047

)

 

 

(9,272

)

Deferred financing costs, net (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,693

)

 

 

(17,549

)

Total debt, net

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,537,580

 

 

$

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 three months ended March 31, 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 March 31, 2020.

(3)

Represents the weighted average remaining years to maturity based on the outstanding principal balance as of March 31, 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 extensions that can be exercised at the Company’s option. Borrowings may be repaid, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any.

As of March 31, 2020, the outstanding loans under the 2019 Credit Facility bore interest at 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 $3.4 million as of March 31, 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 March 31, 2020, $300.0 million of borrowing capacity was available under the 2019 Credit Facility. No outstanding letters of credit existed under the agreement as of March 31, 2020. 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, 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

 

 

March 31,

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

 

Total Senior Unsecured Notes

 

 

 

3.73%

 

 

$

1,500,000

 

 

$

1,500,000

 

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. 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 Unsecured Notes. As of March 31, 2020 and December 31, 2019, the unamortized deferred financing costs were $12.6 million and $12.9 million, respectively, and the unamortized discount was $2.9 million and $3.0 million, respectively. Both the deferred financing costs and offering discount are 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, 2020, the Company and the Operating Partnership were in compliance with these financial covenants.

CMBS

As of March 31, 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 March 31, 2020 for the loans ranged from 5.23% to 6.00%, with a weighted average stated rate of 5.47%. As of March 31, 2020, the loans were secured by 88 properties. As of March 31, 2020 and December 31, 2019, the unamortized deferred financing costs associated with the CMBS loans were $2.4 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 March 31, 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.

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 March 31, 2020 and December 31, 2019, the unamortized discount was $5.4 million and $6.5 million, respectively. As of March 31, 2020 and December 31, 2019, the unamortized deferred financing costs were $1.7 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 March 31, 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 three months ended March 31, 2020, we did not extinguish any debt.

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 the 2015 Term Loan Agreement, the Company recognized a loss on debt extinguishment of $0.7 million.

Debt Maturities

As of March 31, 2020, scheduled debt maturities, including balloon payments, were as follows (in thousands):

 

 

Scheduled

Principal

 

 

Balloon

Payment

 

 

Total

 

Remainder of 2020

 

$

3,082

 

 

$

 

 

$

3,082

 

2021

 

 

4,365

 

 

 

345,000

 

 

 

349,365

 

2022

 

 

4,617

 

 

 

 

 

 

4,617

 

2023

 

 

3,074

 

 

 

697,912

 

 

 

700,986

 

2024

 

 

590

 

 

 

 

 

 

590

 

Thereafter

 

 

3,610

 

 

 

1,500,070

 

 

 

1,503,680

 

Total

 

$

19,338

 

 

$

2,542,982

 

 

$

2,562,320

 

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

March 31,

 

 

 

2020

 

 

2019

 

Interest expense – revolving credit facilities (1)

 

$

2,056

 

 

$

2,178

 

Interest expense – term loans

 

 

 

 

 

3,979

 

Interest expense – Senior Unsecured Notes

 

 

13,988

 

 

 

3,338

 

Interest expense – mortgages and notes payable

 

 

3,013

 

 

 

6,252

 

Interest expense – Convertible Notes (2)

 

 

3,234

 

 

 

6,127

 

Non-cash interest expense:

 

 

 

 

 

 

 

 

Amortization of deferred financing costs

 

 

1,142

 

 

 

2,031

 

Amortization of debt discount, net

 

 

1,224

 

 

 

2,706

 

Amortization of net losses related to interest rate swaps

 

 

702

 

 

 

 

Total interest expense

 

$

25,359

 

 

$

26,611

 

 

(1)

Includes facility fees of approximately $0.4 million and $0.7 million for the three months ended March 31, 2020 and 2019, 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.