Debt Obligations, net

As of March 31, 2014 and December 31, 2013, the Company's debt obligations were as follows ($ in thousands):



	Carrying Value as of
	March 31, 2014			December 31, 2013			Stated Interest Rates			Scheduled Maturity Date
Secured credit facilities and term loans:
2012 Tranche A-2 Facility	$	418,145		$	431,475		LIBOR + 5.75%		(1)	March 2017
February 2013 Secured Credit Facility	1,333,372			1,379,407			LIBOR + 3.50%		(2)	October 2017
Term loans collateralized by net lease assets	278,726			278,817			4.851% - 7.26%		(3)	Various through 2026
Total secured credit facilities and term loans	$	2,030,243		$	2,089,699
Unsecured notes:
6.05% senior notes	105,765			105,765			6.05	%		April 2015
5.875% senior notes	261,403			261,403			5.875	%		March 2016
3.875% senior notes	265,000			265,000			3.875	%		July 2016
3.0% senior convertible notes(4)	200,000			200,000			3.0	%		November 2016
1.50% senior convertible notes(5)	200,000			200,000			1.50	%		November 2016
5.85% senior notes	99,722			99,722			5.85	%		March 2017
9.0% senior notes	275,000			275,000			9.0	%		June 2017
7.125% senior notes	300,000			300,000			7.125	%		February 2018
4.875% senior notes	300,000			300,000			4.875	%		July 2018
Total unsecured notes	$	2,006,890		$	2,006,890
Other debt obligations:
Other debt obligations	$	100,000		$	100,000		LIBOR + 1.50%			October 2035
Total debt obligations	$	4,137,133		$	4,196,589
Debt discounts, net	(35,083		)	(38,464		)
Total debt obligations, net	$	4,102,050		$	4,158,125

Explanatory Notes:

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(1)	These loans each have a LIBOR floor of 1.25%. As of March 31, 2014, inclusive of the floor, the 2012 Tranche A-2 Facility loan incurred interest at a rate of 7.00%.


(2)	This loan has a LIBOR floor of 1.00%. As of March 31, 2014, inclusive of the floor, the February 2013 Secured Credit Facility incurred interest at a rate of 4.50%.


(3)	Includes a loan with a floating rate of LIBOR plus 2.00% and a loan with a floating rate of LIBOR plus 2.75%.


(4)	The Company's 3.0% senior convertible fixed rate notes due November 2016 ("3.0% Convertible Notes") are convertible at the option of the holders, into 85.0 shares per $1,000 principal amount of 3.0% Convertible Notes, at any time prior to the close of business on November 14, 2016.


(5)	The Company's 1.50% senior convertible fixed rate notes due November 2016 ("1.50% Convertible Notes") are convertible at the option of the holders, into 57.8 shares per $1,000 principal amount of 1.50% Convertible Notes, at any time prior to the close of business on November 14, 2016.

Future Scheduled Maturities—As of March 31, 2014, future scheduled maturities of outstanding long-term debt obligations are as follows ($ in thousands):



	Unsecured Debt			Secured Debt			Total
2014 (remaining nine months)	$	—		$	23,603		$	23,603
2015	105,765			—			105,765
2016	926,403			—			926,403
2017	374,722			1,751,517			2,126,239
2018	600,000			16,611			616,611
Thereafter	100,000			238,512			338,512
Total principal maturities	$	2,106,890		$	2,030,243		$	4,137,133
Unamortized debt discounts, net	(10,430		)	(24,653		)	(35,083		)
Total long-term debt obligations, net	$	2,096,460		$	2,005,590		$	4,102,050

February 2013 Secured Credit Facility—On February 11, 2013, the Company entered into a $1.71 billion senior secured credit facility due October 15, 2017 (the “February 2013 Secured Credit Facility”) that amended and restated its $1.82 billion senior secured credit facility, dated October 15, 2012 (the “October 2012 Secured Credit Facility”). The February 2013 Credit Facility amended the October 2012 Secured Credit Facility by: (i) reducing the interest rate from LIBOR plus 4.50%, with a 1.25% LIBOR floor, to LIBOR plus 3.50%, with a 1.00% LIBOR floor; and (ii) extending the call protection period for the lenders from October 15, 2013 to December 31, 2013.

Borrowings under the February 2013 Secured Credit Facility are collateralized by a first lien on a fixed pool of assets, with required minimum collateral coverage of not less than 125% of outstanding borrowings. If collateral coverage is less than 137.5% of outstanding borrowings, 100% of the proceeds from principal repayments and sales of collateral will be applied to repay outstanding borrowings under the February 2013 Secured Credit Facility. For so long as collateral coverage is between 137.5% and 150% of outstanding borrowings, 50% of proceeds from principal repayments and sales of collateral will be applied to repay outstanding borrowings under the February 2013 Secured Credit Facility and for so long as collateral coverage is greater than 150% of outstanding borrowings, the Company may retain all proceeds from principal repayments and sales of collateral. The Company retains proceeds from interest, rent, lease payments and fee income in all cases. At March 31, 2014, the Company's collateral coverage on the February 2013 Secured Credit Facility exceeded 137.5%.

In connection with the February 2013 Secured Credit Facility transaction, the Company incurred $17.1 million of lender fees, of which $14.4 million was capitalized in "Debt Obligations, net" on the Company's Consolidated Balance Sheets and $2.7 million was recorded as a loss in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations as it related to the lenders who did not participate in the new facility. The Company also incurred $3.8 million in third party fees, of which $3.6 million was recognized in “Other expense” on the Company's Consolidated Statements of Operations, as it related primarily to those lenders from the original facility that modified their debt under the new facility, and $0.2 million was recorded in “Deferred expenses and other assets, net” on the Company's Consolidated Balance Sheets, as it related to the new lenders.

Through March 31, 2014, the Company has made cumulative amortization repayments of $373.6 million on the February 2013 Secured Credit Facility bringing the outstanding balance to $1.33 billion. Repayments of the February 2013 Secured Credit Facility prior to the scheduled maturity date have resulted in losses on early extinguishment of debt of $0.9 million for the three months ended March 31, 2014 related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid. The remaining $25.6 million of unamortized fees and discounts from the October 2012 Secured Credit Facility outstanding at the time of refinancing will continue to be amortized into interest expense over the remaining term of the February 2013 Secured Credit Facility.

March 2012 Secured Credit Facilities—In March 2012, the Company entered into an $880.0 million senior secured credit agreement providing for two tranches of term loans: a $410.0 million 2012 A-1 tranche due March 2016, which bears interest at a rate of LIBOR + 4.00% (the "2012 Tranche A-1 Facility"), and a $470.0 million 2012 A-2 tranche due March 2017, which bears interest at a rate of LIBOR + 5.75% (the "2012 Tranche A-2 Facility," together the "March 2012 Secured Credit Facilities"). The 2012 A-1 and A-2 tranches were issued at 98.0% of par and 98.5% of par, respectively, and both tranches include a LIBOR floor of 1.25%. Proceeds from the March 2012 Secured Credit Facilities, together with cash on hand, were used to repurchase and repay at maturity $606.7 million aggregate principal amount of the Company's convertible notes due October 2012, to fully repay the $244.0 million balance on the Company's unsecured credit facility due June 2012, and to repay, upon maturity, $90.3 million outstanding principal balance of its 5.50% senior unsecured notes.

The March 2012 Secured Credit Facilities are collateralized by a first lien on a fixed pool of assets. Proceeds from principal repayments and sales of collateral are applied to amortize the March 2012 Secured Credit Facilities. Proceeds received for interest, rent, lease payments and fee income are retained by the Company. The 2012 Tranche A-1 Facility required amortization payments of $41.0 million to be made every six months beginning December 31, 2012. The 2012 Tranche A-1 Facility was fully repaid in August 2013. Proceeds from principal repayments and sales of collateral will be used to amortize the 2012 Tranche A-2 Facility. The Company may make optional prepayments on each tranche of term loans, subject to prepayment fees. Repayments of the 2012 Tranche A-1 Facility prior to scheduled amortization dates resulted in losses on early extinguishment of debt of $3.0 million during the three months ended March 31, 2013 related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Additionally, through March 31, 2014, the Company made cumulative amortization repayments of $51.9 million on the 2012 Tranche A-2 Facility. For the three months ended March 31, 2014, repayments of the 2012 Tranche A-2 Facility prior to maturity resulted in losses on early extinguishment of debt of $0.3 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Encumbered/Unencumbered Assets—As of March 31, 2014 and December 31, 2013, the carrying value of the Company's encumbered and unencumbered assets by asset type are as follows ($ in thousands):



	As of
	March 31, 2014				December 31, 2013
	Encumbered Assets		Unencumbered Assets		Encumbered Assets		Unencumbered Assets
Real estate, net	$	1,589,847	$	1,124,123	$	1,644,463	$	1,151,718
Real estate available and held for sale	129,005		205,686		152,604		207,913
Loans receivable and other lending investments, net(1)	836,572		670,918		860,557		538,752
Other investments	21,034		184,063		24,093		183,116
Cash and other assets	—		757,467		—		907,995
Total	$	2,576,458	$	2,942,257	$	2,681,717	$	2,989,494

Explanatory Note:

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(1)	As of March 31, 2014 and December 31, 2013, the amounts presented exclude general reserves for loan losses of $31.0 million and $29.2 million, respectively.

Debt Covenants

The Company's outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness of at least 1.2x and a restriction on debt incurrence based upon the effect of the debt incurrence on the Company's fixed charge coverage ratio. If any of the Company's covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. While the Company expects that its ability to incur new indebtedness under the fixed charge coverage ratio will be limited for the foreseeable future, which may put limitations on its ability to make new investments, it will continue to be permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.

The Company's March 2012 Secured Credit Facilities and February 2013 Secured Credit Facility are collectively defined as the "Secured Credit Facilities." The Company's Secured Credit Facilities contain certain covenants, including covenants relating to collateral coverage, dividend payments, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, the Company is required to maintain collateral coverage of 1.25x outstanding borrowings. In addition, for so long as the Company maintains its qualification as a REIT, the Secured Credit Facilities permit the Company to distribute 100% of its REIT taxable income on an annual basis and the February 2013 Secured Credit Facility permits the Company to distribute to its shareholders real estate assets, or interests therein, having an aggregate equity value not to exceed $200 million, so long as such assets are not collateral for the February 2013 Secured Credit Facility. The Company may not pay common dividends if it ceases to qualify as a REIT (except that the February 2013 Secured Credit Facility permits the Company to distribute certain real estate assets as described in the preceding sentence).

The Company's Secured Credit Facilities contain cross default provisions that would allow the lenders to declare an event of default and accelerate the Company's indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company's unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company's indebtedness to them if the Company's other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.