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v3.21.2

Debt (Tables) | 6 Months Ended
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Jun. 30, 2021
Debt Disclosure [Abstract] |
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):
|  | June 30, 2021 |  | December 31, 2020
Homes segment |  |  |  |
Credit facilities: |  |  |  |
Goldman Sachs Bank USA |  | $ | 183,373 |  |  | $ | 145,825 |
Citibank, N.A. |  | 219,989 |  |  | 87,103 |
Credit Suisse AG, Cayman Islands |  | 421,083 |  |  | 128,238 |
Total Homes segment debt |  | 824,445 |  |  | 361,166 |
Mortgages segment |  |  |  |
Repurchase agreements: |  |  |  |
Credit Suisse AG, Cayman Islands |  | 99,706 |  |  | 149,913 |
Citibank, N.A. |  | 21,332 |  |  | 90,227 |
Warehouse line of credit: |  |  |  |
Comerica Bank |  | 42,349 |  |  | 68,903 |
Total Mortgages segment debt |  | 163,387 |  |  | 309,043 |
Convertible senior notes |  |  |  |
1.375% convertible senior notes due 2026 |  | 357,531 |  |  | 347,566 |
2.75% convertible senior notes due 2025 |  | 428,830 |  |  | 414,888 |
0.75% convertible senior notes due 2024 |  | 490,126 |  |  | 524,273 |
1.50% convertible senior notes due 2023 |  | 330,095 |  |  | 326,796 |
Total convertible senior notes |  | 1,606,582 |  |  | 1,613,523 |
Total debt |  | $ | 2,594,414 |  |  | $ | 2,283,732 |
Schedule of Revolving Credit Facilities and Lines of Credit | 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 21, 2023 |  | $ | 500,000 |  |  | 2.90 | %
Citibank, N.A. |  | December 9, 2023 |  | 500,000 |  |  | 2.84 | %
Credit Suisse AG, Cayman Islands |  | December 31, 2022 |  | 500,000 |  |  | 2.84 | %
|  | Total |  | $ | 1,500,000 |  |  |
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. |  | June 10, 2022 |  | 100,000 |  |  | 1.85 | %
Comerica Bank |  | June 25, 2022 |  | 60,000 |  |  | 2.70 | %
|  | Total |  | $ | 460,000 |  |  |
Schedule 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):
|  |  |  |  |  |  |  |  |  |  |  | June 30, 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 |  | $ | 141,269 |  |  | $ | 1,434,100 |  |  | $ | 152,434 |  |  | $ | 1,508,675 |
May 15, 2025 |  | 565,000 |  |  | 2.75 | % |  | 10.32 | % |  | November 15, 2020 |  | May 15; November 15 |  | 136,170 |  |  | 1,132,718 |  |  | 150,112 |  |  | 1,168,855 |
September 1, 2024 |  | 608,382 |  |  | 0.75 | % |  | 7.68 | % |  | March 1, 2020 |  | March 1; September 1 |  | 118,256 |  |  | 1,665,403 |  |  | 148,727 |  |  | 2,023,280 |
July 1, 2023 |  | 367,678 |  |  | 1.50 | % |  | 6.99 | % |  | January 1, 2019 |  | January 1; July 1 |  | 37,583 |  |  | 568,397 |  |  | 46,954 |  |  | 633,039 |
Total |  | $ | 2,039,860 |  |  |  |  |  |  |  |  |  |  | $ | 433,278 |  |  | $ | 4,800,618 |  |  | $ | 498,227 |  |  | $ | 5,333,849 |
|  | Three Months Ended June 30, 2021 |  | Three Months Ended June 30, 2020
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 |  | $ | 1,715 |  |  | $ | 5,323 |  |  | $ | 131 |  |  | $ | 7,169 |  |  | $ | 1,719 |  |  | $ | 4,922 |  |  | $ | 120 |  |  | $ | 6,761 |
May 15, 2025 |  | 3,884 |  |  | 6,702 |  |  | 358 |  |  | 10,944 |  |  | 2,007 |  |  | 3,148 |  |  | 168 |  |  | 5,323 |
September 1, 2024 |  | 1,143 |  |  | 7,917 |  |  | 270 |  |  | 9,330 |  |  | 1,262 |  |  | 8,095 |  |  | 278 |  |  | 9,635 |
July 1, 2023 |  | 1,398 |  |  | 4,008 |  |  | 392 |  |  | 5,798 |  |  | 1,402 |  |  | 3,749 |  |  | 366 |  |  | 5,517 |
December 1, 2021 |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,803 |  |  | 3,945 |  |  | 408 |  |  | 6,156 |
December 15, 2020 |  | — |  |  | — |  |  | — |  |  | — |  |  | 66 |  |  | — |  |  | — |  |  | 66 |
Total |  | $ | 8,140 |  |  | $ | 23,950 |  |  | $ | 1,151 |  |  | $ | 33,241 |  |  | $ | 8,259 |  |  | $ | 23,859 |  |  | $ | 1,340 |  |  | $ | 33,458 |
|  | Six Months Ended June 30, 2021 |  | Six Months Ended June 30, 2020
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 |  | $ | 3,432 |  |  | $ | 10,549 |  |  | $ | 259 |  |  | $ | 14,240 |  |  | $ | 3,438 |  |  | $ | 9,746 |  |  | $ | 238 |  |  | $ | 13,422 |
May 15, 2025 |  | 7,768 |  |  | 13,235 |  |  | 707 |  |  | 21,710 |  |  | 2,007 |  |  | 3,148 |  |  | 168 |  |  | 5,323 |
September 1, 2024 |  | 2,381 |  |  | 16,327 |  |  | 559 |  |  | 19,267 |  |  | 2,510 |  |  | 15,956 |  |  | 545 |  |  | 19,011 |
July 1, 2023 |  | 2,799 |  |  | 7,958 |  |  | 778 |  |  | 11,535 |  |  | 2,804 |  |  | 7,446 |  |  | 727 |  |  | 10,977 |
December 1, 2021 |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,103 |  |  | 8,856 |  |  | 916 |  |  | 13,875 |
December 15, 2020 |  | — |  |  | — |  |  | — |  |  | — |  |  | 132 |  |  | — |  |  | — |  |  | 132 |
Total |  | $ | 16,380 |  |  | $ | 48,069 |  |  | $ | 2,303 |  |  | $ | 66,752 |  |  | $ | 14,994 |  |  | $ | 45,152 |  |  | $ | 2,594 |  |  | $ | 62,740 |
The following table summarizes the conversion and redemption options with respect to the 2026 Notes, 2025 Notes, 2024 Notes and 2023 Notes (together, 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 June 30, 2021, at the option of the holders. During the three months ended June 30, 2021, holders of the 2023 Notes elected to co nvert $5.1 million a ggregate principal amount of 2023 Notes. During the three months ended June 30, 2021, holders of the 2024 Notes elected to conver t $14.0 million aggregate principal amount of the 2024 Notes. During the three months ended June 30, 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the convertible senior notes due 2021 (the “2021 Notes”) in privately negotiated transactions. The following table summarizes the activity for our convertible senior notes for the periods presented (in thousands, except for share amounts):
| Three Months Ended June 30, 2021 |  | Three Months Ended June 30, 2020
| 2023 Notes |  | 2024 Notes |  | Total |  | 2021 Notes
Aggregate principal amount settled | $ | 5,147 |  |  | $ | 14,000 |  |  | $ | 19,147 |  |  | $ | 194,670 |
Cash paid | — |  |  | — |  |  | — |  |  | 194,670 |
Shares of Class C capital stock issued | 65,669 |  |  | 321,762 |  |  | 387,431 |  |  | 753,936 |
Total fair value of consideration transferred (1) | $ | 8,081 |  |  | $ | 46,553 |  |  | $ | 54,634 |  |  | $ | 230,859 |
(Gain) loss on extinguishment of debt: |  |  |  |  |  |  |
Consideration allocated to the liability component (2) | $ | 4,807 |  |  | $ | 11,848 |  |  | $ | 16,655 |  |  | $ | 172,886 |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 4,619 |  |  | 11,105 |  |  | 15,724 |  |  | 179,277 |
(Gain) loss on extinguishment of debt | $ | 188 |  |  | $ | 743 |  |  | $ | 931 |  |  | $ | (6,391) |
Consideration allocated to the equity component | $ | 3,274 |  |  | $ | 34,705 |  |  | $ | 37,979 |  |  | $ | 57,973 |
| Six Months Ended June 30, 2021 |  | Six Months Ended June 30, 2020
| 2023 Notes |  | 2024 Notes |  | 2026 Notes |  | Total |  | 2021 Notes
Aggregate principal amount settled | $ | 6,072 |  |  | $ | 64,618 |  |  | $ | 1,200 |  |  | $ | 71,890 |  |  | $ | 194,670 |
Cash paid | — |  |  | — |  |  | — |  |  | — |  |  | 194,670 |
Shares of Class C capital stock issued | 77,458 |  |  | 1,485,114 |  |  | 27,579 |  |  | 1,590,151 |  |  | 753,936 |
Total fair value of consideration transferred (1) | $ | 9,724 |  |  | $ | 200,478 |  |  | $ | 4,204 |  |  | $ | 214,406 |  |  | $ | 230,859 |
(Gain) loss on extinguishment of debt: |  |  |  |  |  |  |  |  |
Consideration allocated to the liability component (2) | $ | 5,648 |  |  | $ | 53,115 |  |  | $ | 883 |  |  | $ | 59,646 |  |  | $ | 172,886 |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 5,437 |  |  | 51,032 |  |  | 843 |  |  | 57,312 |  |  | 179,277 |
(Gain) loss on extinguishment of debt | $ | 211 |  |  | $ | 2,083 |  |  | $ | 40 |  |  | $ | 2,334 |  |  | $ | (6,391) |
Consideration allocated to the equity component | $ | 4,076 |  |  | $ | 147,363 |  |  | $ | 3,321 |  |  | $ | 154,760 |  |  | $ | 57,973 |
(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 repurchased in the three months ended June 30, 2021, 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.

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