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Debt
 6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Debt Debt
The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands):
June 30, 2021December 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 Islands421,083 128,238 
Total Homes segment debt824,445 361,166 
Mortgages segment
Repurchase agreements:
Credit Suisse AG, Cayman Islands99,706 149,913 
Citibank, N.A.21,332 90,227 
Warehouse line of credit:
Comerica Bank42,349 68,903 
Total Mortgages segment debt163,387 309,043 
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 notes1,606,582 1,613,523 
Total debt$2,594,414 $2,283,732 

Homes Segment
To provide capital for Zillow Offers, we utilize credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year, if not replaced by new real estate inventory of equal or greater value. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates):
LenderFinal Maturity DateMaximum Borrowing CapacityWeighted-Average Interest Rate
Goldman Sachs Bank USAApril 21, 2023$500,000 2.90 %
Citibank, N.A.December 9, 2023500,000 2.84 %
Credit Suisse AG, Cayman IslandsDecember 31, 2022500,000 2.84 %
Total$1,500,000 
On April 7, 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the credit agreement with Credit Suisse AG, Cayman Islands, in order to facilitate a titling trust structure.
On April 14, 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the credit agreement with Goldman Sachs Bank USA previously maturing on April 20, 2022 in order to facilitate a titling trust structure and extend the final maturity date to April 21, 2023.
On June 11, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Citibank, N.A. previously maturing on November 30, 2021 such that it now has a final maturity date of December 9, 2023.
Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender.
In the first half of 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the Homes segment credit agreements in order to facilitate a titling trust structure. In March 2021, Zillow Group, through Zillow Offers, began buying and selling homes through a titling trust. The titling trust facilitates the allocation of beneficial ownership of properties to special purpose entities (each, an “SPE”), which SPEs are then party to agreements to finance the properties. Zillow Group initially formed these SPEs to purchase and sell residential properties through Zillow Offers, and subsequent to the creation of the titling trust, these SPEs hold beneficial interests in homes purchased by the titling trust, which the SPEs subsequently finance. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs and titling trust are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ and titling trust’s economic performance and the obligation to absorb losses of the SPEs and titling trust or the right to receive benefits that could potentially be significant to the SPEs and titling trust. The SPEs and titling trust are consolidated within Zillow Group’s condensed consolidated financial statements. As of June 30, 2021 and December 31, 2020, the total assets of the SPEs and titling trust were $1.3 billion and $551.2 million, respectively, of which $1.2 billion and $491.3 million are inventory, respectively, $77.6 million and $53.0 million are restricted cash, respectively, and $22.2 million and $3.9 million are accounts receivable, respectively. As of June 30, 2021 and December 31, 2020, the total liabilities of the SPEs and titling trust were $847.6 million and $372.5 million, respectively, of which $824.4 million and $361.2 million are credit facility borrowings, respectively, and $22.1 million and $10.8 million are accrued expenses, respectively.
Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible.
The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases includes a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of June 30, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accounts and the collection accounts have been classified within our condensed consolidated balance sheets as restricted cash.
Mortgages Segment
To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our condensed consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in thousands, except interest rates):
LenderMaturity DateMaximum Borrowing CapacityWeighted-Average Interest Rate
Credit Suisse AG, Cayman Islands    March 18, 2022$300,000 2.50 %
Citibank, N.A.June 10, 2022100,000 1.85 %
Comerica BankJune 25, 202260,000 2.70 %
Total$460,000 
On June 11, 2021, Zillow Home Loans amended its Citibank, N.A. master repurchase agreement previously maturing on October 26, 2021 such that it now matures on June 10, 2022.
On June 26, 2021, Zillow Home Loans amended its Comerica Bank warehouse line of credit previously maturing on June 26, 2021 such that it now matures on June 25, 2022 and provides an uncommitted total maximum borrowing capacity of $60.0 million. The Comerica Bank warehouse line of credit previously provided a committed total maximum borrowing capacity of $100.0 million.
In accordance with the master repurchase agreements, Credit Suisse and Citibank, N.A. (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of June 30, 2021 and December 31, 2020, $126.2 million and $240.1 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements.
Borrowings on the repurchase agreements and warehouse line of credit bear interest at the one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of June 30, 2021, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries.
For additional details related to our warehouse line of credit and repurchase agreements, see Note 14 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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, 2021December 31, 2020
Maturity DateAggregate Principal AmountStated Interest RateEffective Interest RateFirst Interest Payment DateSemi-Annual Interest Payment DatesUnamortized Debt Discount and Debt Issuance CostsFair ValueUnamortized Debt Discount and Debt Issuance CostsFair Value
September 1, 2026$498,800 1.375 %8.10 %March 1, 2020March 1; September 1$141,269 $1,434,100 $152,434 $1,508,675 
May 15, 2025565,000 2.75 %10.32 %November 15, 2020May 15; November 15136,170 1,132,718 150,112 1,168,855 
September 1, 2024608,382 0.75 %7.68 %March 1, 2020March 1; September 1118,256 1,665,403 148,727 2,023,280 
July 1, 2023367,678 1.50 %6.99 %January 1, 2019January 1; July 137,583 568,397 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 DateContractual Coupon InterestAmortization of Debt DiscountAmortization of Debt Issuance CostsInterest ExpenseContractual Coupon InterestAmortization of Debt DiscountAmortization of Debt Issuance CostsInterest Expense
September 1, 2026$1,715 $5,323 $131 $7,169 $1,719 $4,922 $120 $6,761 
May 15, 20253,884 6,702 358 10,944 2,007 3,148 168 5,323 
September 1, 20241,143 7,917 270 9,330 1,262 8,095 278 9,635 
July 1, 20231,398 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 DateContractual Coupon InterestAmortization of Debt DiscountAmortization of Debt Issuance CostsInterest ExpenseContractual Coupon InterestAmortization of Debt DiscountAmortization of Debt Issuance CostsInterest Expense
September 1, 2026$3,432 $10,549 $259 $14,240 $3,438 $9,746 $238 $13,422 
May 15, 20257,768 13,235 707 21,710 2,007 3,148 168 5,323 
September 1, 20242,381 16,327 559 19,267 2,510 15,956 545 19,011 
July 1, 20232,799 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 convertible notes are senior unsecured obligations. The convertible senior notes maturing in 2026 (“2026 Notes”), 2025 (“2025 Notes”) and 2024 (“2024 Notes”) are classified as long-term debt in our condensed consolidated balance sheets based on their contractual maturity dates. The convertible senior notes maturing in 2023 (“2023 Notes”) are classified as current debt in our condensed consolidated balance sheet as of June 30, 2021, as they were redeemed by us on July 6, 2021, if not earlier converted by the holders. The 2023 Notes are classified as long-term debt in our condensed consolidated balance sheet as of December 31, 2020 based on the contractual maturity date of the 2023 Notes as of December 31, 2020. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes.
On May 26, 2021, we submitted notice to the trustee to exercise our right to redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 (the “Redemption Date”). Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date. If all holders of the 2023 Notes elected to convert their 2023 Notes into shares of Class C capital stock, the Company would be required to issue approximately 4.8 million shares of Class C capital stock and pay cash in lieu of fractional shares, in full satisfaction of the 2023 Notes. For any holder of the 2023 Notes that did not elect to convert their 2023 Notes into shares of Class C capital stock, we redeemed the 2023 Notes in cash at a redemption price equal to 100% of the principal amount of the 2023 Notes redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. The 2026 Notes, 2025 Notes and 2024 Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. They will mature on their respective maturity date, unless earlier repurchased, redeemed or converted in accordance with their terms.
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 DateEarly Conversion DateConversion RateConversion PriceOptional Redemption Date
September 1, 2026March 1, 202622.9830$43.51 September 5, 2023
May 15, 2025November 15, 202414.881067.20 May 22, 2023
September 1, 2024March 1, 202422.983043.51 September 5, 2022
July 1, 2023April 1, 202312.759278.37 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 DateInitial Cap PriceCap Price Premium
September 1, 2026$80.5750 150 %
September 1, 202472.5175 125 %
July 1, 2023105.45 85 %
December 1, 202169.19 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 convert $5.1 million aggregate principal amount of 2023 Notes. During the three months ended June 30, 2021, holders of the 2024 Notes elected to convert $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 Notes2024 NotesTotal2021 Notes
Aggregate principal amount settled$5,147 $14,000 $19,147 $194,670 
Cash paid— — — 194,670 
Shares of Class C capital stock issued65,669 321,762 387,431 753,936 
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 costs4,619 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 Notes2024 Notes2026 NotesTotal2021 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 issued77,458 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 costs5,437 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.
For more than 20 trading days during the 30 consecutive trading days ended June 30, 2021, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of each series of the Notes. Accordingly, each series of the Notes is convertible at the option of the holders from July 1 through September 30, 2021, unless earlier repurchased or redeemed. The 2026 Notes and 2024 Notes were first convertible during the three months ended September 30, 2020, and the 2025 Notes and 2023 Notes were first convertible during the three months ended March 31, 2021.
For additional details related to our convertible senior notes, see Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.