Schedule of Carrying Value of Debt |
The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands): | | | | | | | | | | | | | December 31, | | 2021 | | 2020 | Homes segment | | | | Credit facilities: | | | | Goldman Sachs Bank USA | $ | 548,345 | | | $ | 145,825 | | Citibank, N.A. | 770,306 | | | 87,103 | | Credit Suisse AG, Cayman Islands | 834,906 | | | 128,238 | | Securitizations: | | | | 2021-1 variable funding line | 16,846 | | | — | | 2021-1 term loan | 471,975 | | | — | | 2021-2 variable funding line | 29,193 | | | — | | 2021-2 term loan | 736,778 | | | — | | Total Homes segment debt | 3,408,349 | | | 361,166 | | Mortgages segment | | | | Repurchase agreements: | | | | Credit Suisse AG, Cayman Islands | 76,392 | | | 149,913 | | Citibank, N.A. | 16,912 | | | 90,227 | | Warehouse line of credit: | | | | Comerica Bank | 18,656 | | | 68,903 | | Total Mortgages segment debt | 111,960 | | | 309,043 | | Convertible senior notes | | | | 1.375% convertible senior notes due 2026 | 368,773 | | | 347,566 | | 2.75% convertible senior notes due 2025 | 443,505 | | | 414,888 | | 0.75% convertible senior notes due 2024 | 506,946 | | | 524,273 | | 1.50% convertible senior notes due 2023 | — | | | 326,796 | | Total convertible senior notes | 1,319,224 | | | 1,613,523 | | Total debt | $ | 4,839,533 | | | $ | 2,283,732 | |
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Schedule of Long-term Debt Instruments |
The following table summarizes certain details related to our variable funding lines as of December 31, 2021 (in thousands, except interest rates): | | | | | | | | | | | | | | | | | | | | | | | | | | | Securitization | | Maturity Date | | Carrying Value | | Maximum Borrowing Capacity | | Weighted Average Interest Rate | 2021-1 variable funding line | | February 9, 2024 | | $ | 16,846 | | | $ | 65,000 | | | 2.84 | % | 2021-2 variable funding line | | October 9, 2024 | | 29,193 | | | 75,000 | | | 2.84 | % | | | Total | | $ | 46,039 | | | $ | 140,000 | | | |
The following tables summarize certain additional details related to our term loans as of the dates presented or for the periods ended (in thousands, except interest rates): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2021 | Securitization | | Maturity Date | | Aggregate Principal Amount | | Weighted Average Effective Interest Rate (1) | | First Interest Payment Date | | Reinvestment Period | | Unamortized Debt Discount and Debt Issuance Costs | | Fair Value (2) | 2021-1 term loan | | February 9, 2024 | | $ | 480,000 | | | 9.03 | % | | September 9, 2021 | | 24 months | | $ | 8,025 | | | $ | 479,985 | | 2021-2 term loan | | October 9, 2024 | | 749,000 | | | 6.44 | % | | November 9, 2021 | | 30 months | | 12,222 | | | 746,977 | | | | Total | | $ | 1,229,000 | | | | | | | | | $ | 20,247 | | | $ | 1,226,962 | | | | | | | | | | | | | | | | | (1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of each of the term loans. Debt discount and debt issuance costs have been allocated to the components of each term loan and will be amortized using the effective interest method with the amortization classified as a component of interest expense. | | (2) The estimated fair value of each term loan is calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs. |
| | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2021 | Securitization | Contractual Coupon Interest | | Amortization of Debt Discount | | Amortization of Debt Issuance Costs | | Interest Expense | 2021-1 term loan | $ | 4,443 | | | $ | 1,816 | | | $ | 2,202 | | | $ | 8,461 | | 2021-2 term loan | 4,608 | | | 2,141 | | | 1,079 | | | 7,828 | | Total | $ | 9,051 | | | $ | 3,957 | | | $ | 3,281 | | | $ | 16,289 | |
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Schedule of Components of 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): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 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 | | $ | 130,027 | | | $ | 781,191 | | | $ | 152,434 | | | $ | 1,508,675 | | May 15, 2025 | | 564,998 | | | 2.75 | % | | 10.32 | % | | November 15, 2020 | | May 15; November 15 | | 121,493 | | | 724,610 | | | 150,112 | | | 1,168,855 | | September 1, 2024 | | 608,382 | | | 0.75 | % | | 7.68 | % | | March 1, 2020 | | March 1; September 1 | | 101,436 | | | 945,547 | | | 148,727 | | | 2,023,280 | | July 1, 2023 | | — | | | 1.50 | % | | 6.99 | % | | January 1, 2019 | | January 1; July 1 | | — | | | — | | | 46,954 | | | 633,039 | | Total | | $ | 1,672,180 | | | | | | | | | | | $ | 352,956 | | | $ | 2,451,348 | | | $ | 498,227 | | | $ | 5,333,849 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | 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 | | Contractual Coupon Interest | | Amortization of Debt Discount | | Amortization of Debt Issuance Costs | | Interest Expense | September 1, 2026 | | $ | 6,862 | | | $ | 21,523 | | | $ | 527 | | | $ | 28,912 | | | $ | 6,876 | | | $ | 19,893 | | | $ | 486 | | | $ | 27,255 | | | $ | 2,139 | | | $ | 5,869 | | | $ | 144 | | | $ | 8,152 | | May 15, 2025 | | 15,536 | | | 27,168 | | | 1,450 | | | 44,154 | | | 9,689 | | | 15,585 | | | 832 | | | 26,106 | | | — | | | — | | | — | | | — | | September 1, 2024 | | 4,663 | | | 32,589 | | | 1,116 | | | 38,368 | | | 5,034 | | | 32,618 | | | 1,117 | | | 38,769 | | | 1,539 | | | 9,482 | | | 325 | | | 11,346 | | July 1, 2023 | | 2,819 | | | 7,958 | | | 778 | | | 11,555 | | | 5,606 | | | 15,142 | | | 1,479 | | | 22,227 | | | 5,606 | | | 14,047 | | | 1,374 | | | 21,027 | | December 1, 2021 | | — | | | — | | | — | | | — | | | 6,350 | | | 13,820 | | | 1,429 | | | 21,599 | | | 9,200 | | | 18,899 | | | 1,957 | | | 30,056 | | December 15, 2020 | | — | | | — | | | — | | | — | | | 234 | | | — | | | — | | | 234 | | | 265 | | | — | | | — | | | 265 | | Total | | $ | 29,880 | | | $ | 89,238 | | | $ | 3,871 | | | $ | 122,989 | | | $ | 33,789 | | | $ | 97,058 | | | $ | 5,343 | | | $ | 136,190 | | | $ | 18,749 | | | $ | 48,297 | | | $ | 3,800 | | | $ | 70,846 | |
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 |
The following tables summarizes the activity for our convertible senior notes for the periods presented (in thousands, except for share amounts): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | | 2023 Notes | | 2024 Notes | | 2026 Notes | | Total | | 2021 Notes | Aggregate principal amount settled | $ | 373,750 | | | $ | 64,618 | | | $ | 1,200 | | | $ | 439,568 | | | $ | 460,000 | | Cash paid | 1,297 | | | — | | | — | | | 1,297 | | | 194,761 | | Shares of Class C capital stock issued | 4,752,232 | | | 1,485,114 | | | 27,579 | | | 6,264,925 | | | 5,819,561 | | Total fair value of consideration transferred (1) | $ | 571,897 | | | $ | 200,478 | | | $ | 4,204 | | | $ | 776,579 | | | $ | 782,506 | | (Gain) loss on extinguishment of debt: | | | | | | | | | | Consideration allocated to the liability component (2) | $ | 349,241 | | | $ | 53,115 | | | $ | 883 | | | $ | 403,239 | | | $ | 429,210 | | Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 334,245 | | | 51,032 | | | 843 | | | 386,120 | | | 430,658 | | (Gain) loss on extinguishment of debt | $ | 14,996 | | | $ | 2,083 | | | $ | 40 | | | $ | 17,119 | | | $ | (1,448) | | Consideration allocated to the equity component | $ | 222,656 | | | $ | 147,363 | | | $ | 3,321 | | | $ | 373,340 | | | $ | 353,296 | | | | | | | | | | | | (1) For convertible senior notes converted by note holders, the 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. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the year ended December 31, 2020, the total 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 date of transfer as well as cash transferred to note holders to settle the related notes. | | | | | | | | | | | (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. |
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 | % |
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