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Debt (Tables)

3 Months Ended

Mar. 31, 2020

The following table summarizes the terms of the Convertible Senior Notes outstanding as of March 31, 2020 and December 31, 2019:



						Principal Amount
	Coupon Rate	Effective Rate⁽¹⁾	Conversion Rate⁽²⁾	Maturity Date	Remaining Amortization Period	March 31, 2020			December 31, 2019
2022 Convertible Notes	3.50%	5.12%	43.7694	January 15, 2022	1.79 years	$	345,000		$	345,000
Net unamortized fair value adjustment						(9,441		)	(10,701		)
Total						$	335,559		$	334,299


(1)	Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to $324,252 for the 2022 Convertible Notes.

(2)

The conversion rate as of March 31, 2020 represents the number of shares of common stock issuable per $1,000 principal amount (actual $) of the 2022 Convertible Notes converted on such date, as adjusted in accordance with the indenture as a result of cash dividend payments and the effects of previous mergers. As of March 31, 2020, the 2022 Convertible Notes do not meet the criteria for conversion. We have the option to settle the 2022 Convertible Notes in cash, common stock, or a combination thereof.

Schedule of credit facility

The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of March 31, 2020 and December 31, 2019:



	Maturity Date	Interest Rate⁽¹⁾	March 31, 2020			December 31, 2019
Term Loan Facility	February 6, 2022	2.69%	$	1,500,000		$	1,500,000
Deferred financing costs, net			(5,531		)	(6,253		)
Term Loan Facility, net			$	1,494,469		$	1,493,747

Revolving Facility⁽²⁾	February 6, 2021	2.74%	$	270,000		$	—

(1)

Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of March 31, 2020, the applicable margins were 1.70% and 1.75%, respectively, and LIBOR was 0.99%.

Schedule of maturities of long-term debt

The following table summarizes the contractual maturities of our debt as of March 31, 2020:



Year	Mortgage Loans⁽¹⁾			Secured Term Loan			Term Loan Facility			Revolving Facility⁽²⁾		Convertible Senior Notes			Total
Remainder of 2020	$	3,446,561		$	—		$	—		$	—	$	—		$	3,446,561
2021	1,717,066			—			—			270,000		—			1,987,066
2022	—			—			1,500,000			—		345,000			1,845,000
2023	—			—			—			—		—			—
2024	—			—			—			—		—			—
Thereafter	995,481			403,464			—			—		—			1,398,945
Total	6,159,108			403,464			1,500,000			270,000		345,000			8,677,572
Less: deferred financing costs, net	(21,364		)	(2,431		)	(5,531		)	—		—			(29,326		)
Less: unamortized fair value adjustment	—			—			—			—		(9,441		)	(9,441		)
Total	$	6,137,744		$	401,033		$	1,494,469		$	270,000	$	335,559		$	8,638,805

(1)

The maturity dates of the obligations are reflective of all extensions that have been exercised. If fully extended, we would have no mortgage loans maturing before 2023. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender.

(2)

If we exercise the one year extension option, the maturity date will be in 2022.

Mortgage Loans

Debt Instrument [Line Items]

Schedule of long-term debt instruments

The following table sets forth a summary of our mortgage loan indebtedness as of March 31, 2020 and December 31, 2019:



						Outstanding Principal Balance⁽⁵⁾
	Origination Date	Maturity Date⁽¹⁾	Maturity Date if Fully Extended⁽²⁾	Interest Rate⁽³⁾	Range of Spreads⁽⁴⁾	March 31, 2020			December 31, 2019
IH 2017-1⁽⁶⁾	April 28, 2017	June 9, 2027	June 9, 2027	4.23%	N/A	$	995,481		$	995,520
SWH 2017-1⁽⁷⁾	September 29, 2017	October 9, 2020	January 9, 2023	2.56%	102-347 bps	739,955			744,092
IH 2017-2⁽⁷⁾	November 9, 2017	December 9, 2020	December 9, 2024	2.13%	91-186 bps	619,596			624,475
IH 2018-1⁽⁷⁾	February 8, 2018	March 9, 2021	March 9, 2025	2.11%	76-206 bps	785,217			793,720
IH 2018-2⁽⁷⁾⁽⁸⁾	May 8, 2018	June 9, 2020	June 9, 2025	2.33%	95-230 bps	938,484			957,135
IH 2018-3⁽⁷⁾⁽⁹⁾	June 28, 2018	July 9, 2020	July 9, 2025	2.34%	105-230 bps	1,148,526			1,213,035
IH 2018-4⁽⁷⁾	November 7, 2018	January 9, 2021	January 9, 2026	2.41%	115-225 bps	931,849			938,430
Total Securitizations						6,159,108			6,266,407
Less: deferred financing costs, net						(21,364		)	(27,946		)
Total						$	6,137,744		$	6,238,461


(1)	The maturity dates above reflect all extension options that have been exercised.


(2)	Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.

(3)

Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of March 31, 2020, LIBOR was 0.99%. Our IH 2017-1 mortgage loan bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees.


(4)	Range of spreads is based on outstanding principal balances as of March 31, 2020.


(5)	Outstanding principal balance is net of discounts and does not include deferred financing costs, net.


(6)	Net of unamortized discount of $2,553 and $2,641 as of March 31, 2020 and December 31, 2019, respectively.

(7)

The initial maturity term of each of these mortgage loans is two years, individually subject to three to five, one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender). Our SWH 2017-1, IH 2017-2, and IH 2018-1 mortgage loans have exercised the first extension option. The maturity dates above reflect all extensions that have been exercised.

(8)

On March 6, 2020, we submitted a notification to request an extension of the maturity of the IH 2018-2 mortgage loan from June 9, 2020 to June 9, 2021 upon approval.

Secured Term Loan

Debt Instrument [Line Items]

Schedule of long-term debt instruments

The following table sets forth a summary of our Secured Term Loan indebtedness as of March 31, 2020 and December 31, 2019:



	Maturity Date	Interest Rate⁽¹⁾	March 31, 2020			December 31, 2019
Secured Term Loan	June 9, 2031	3.59%	$	403,464		$	403,464
Deferred financing costs, net			(2,431		)	(2,486		)
Secured Term Loan, net			$	401,033		$	400,978

(1)

The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details