Indebtedness | 3 Months Ended |
Mar. 31, 2014 |
Indebtedness | ' |
NOTE 6: INDEBTEDNESS |
We maintain various forms of short-term and long-term financing arrangements. Generally, these financing agreements are collateralized by assets within securitizations. The following table summarizes our total recourse and non-recourse indebtedness as of March 31, 2014: |
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Description | | Unpaid | | | Carrying | | | Weighted- | | | Contractual Maturity |
Principal | Amount | Average |
Balance | | Interest Rate |
Recourse indebtedness: | | | | | | | | | | | | | | |
7.0% convertible senior notes (1) | | $ | 34,066 | | | $ | 33,058 | | | | 7 | % | | Apr. 2031 |
4.0% convertible senior notes (2) | | | 141,750 | | | | 132,419 | | | | 4 | % | | Oct. 2033 |
Secured credit facilities | | | 5,000 | | | | 5,000 | | | | 3.5 | % | | Oct. 2016 |
Junior subordinated notes, at fair value (3) | | | 18,671 | | | | 12,515 | | | | 0.5 | % | | Mar. 2035 |
Junior subordinated notes, at amortized cost | | | 25,100 | | | | 25,100 | | | | 2.7 | % | | Apr. 2037 |
CMBS facilities | | | 22,133 | | | | 22,133 | | | | 2.7 | % | | Nov. 2014 to Oct. 2015 |
Commercial mortgage facilities | | | 76,951 | | | | 76,951 | | | | 2.4 | % | | Dec. 2014 to Jan. 2016 |
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Total recourse indebtedness (4) | | | 323,671 | | | | 307,176 | | | | 3.5 | % | | |
Non-recourse indebtedness: | | | | | | | | | | | | | | |
CDO notes payable, at amortized cost (5)(6) | | | 1,162,992 | | | | 1,161,735 | | | | 0.6 | % | | 2045 to 2046 |
CDO notes payable, at fair value (3)(5)(7) | | | 857,616 | | | | 399,448 | | | | 0.9 | % | | 2037 to 2038 |
CMBS securitization (8) | | | 89,331 | | | | 89,331 | | | | 2.2 | % | | Jan. 2029 |
Loans payable on real estate | | | 297,100 | | | | 299,548 | | | | 5.1 | % | | Sep. 2015 to Mar. 2024 |
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Total non-recourse indebtedness | | | 2,407,039 | | | | 1,950,062 | | | | 1.3 | % | | |
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Total indebtedness | | $ | 2,730,710 | | | $ | 2,257,238 | | | | 1.6 | % | | |
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-1 | Our 7.0% convertible senior notes are redeemable at par, at the option of the holder, in April 2016, April 2021, and April 2026. | | | | | | | | | | | | | |
-2 | Our 4.0% convertible senior notes are redeemable at par, at the option of the holder, in October 2018, October 2023, and October 2028. | | | | | | | | | | | | | |
-3 | Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825. | | | | | | | | | | | | | |
-4 | Excludes senior secured notes issued by us with an aggregate principal amount equal to $84,000 with a weighted average coupon of 7.0%, which are eliminated in consolidation. | | | | | | | | | | | | | |
-5 | Excludes CDO notes payable purchased by us which are eliminated in consolidation. | | | | | | | | | | | | | |
-6 | Collateralized by $1,652,296 principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
-7 | Collateralized by $983,429 principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these investments as of March 31, 2014 was $741,732. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
-8 | Excludes the FL1 junior notes purchased by us which are eliminated in consolidation. Collateralized by $123,093 principal amount of commercial mortgages loans and participation interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
The following table summarizes our total recourse and non-recourse indebtedness as of December 31, 2013: |
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Description | | Unpaid | | | Carrying | | | Weighted- | | | Contractual Maturity |
Principal | Amount | Average |
Balance | | Interest Rate |
Recourse indebtedness: | | | | | | | | | | | | | | |
7.0% convertible senior notes (1) | | $ | 34,066 | | | $ | 32,938 | | | | 7 | % | | Apr. 2031 |
4.0% convertible senior notes (2) | | | 125,000 | | | | 116,184 | | | | 4 | % | | Oct. 2033 |
Secured credit facilities | | | 11,129 | | | | 11,129 | | | | 3.2 | % | | Oct. 2016 to Dec. 2016 |
Junior subordinated notes, at fair value (3) | | | 18,671 | | | | 11,911 | | | | 0.5 | % | | Mar. 2035 |
Junior subordinated notes, at amortized cost | | | 25,100 | | | | 25,100 | | | | 2.7 | % | | Apr. 2037 |
CMBS facilities | | | 30,618 | | | | 30,618 | | | | 2.7 | % | | Nov. 2014 to Oct. 2015 |
Commercial mortgage facility | | | 7,131 | | | | 7,131 | | | | 2.8 | % | | Dec. 2014 |
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Total recourse indebtedness (4) | | | 251,715 | | | | 235,011 | | | | 3.8 | % | | |
Non-recourse indebtedness: | | | | | | | | | | | | | | |
CDO notes payable, at amortized cost (5)(6) | | | 1,204,117 | | | | 1,202,772 | | | | 0.6 | % | | 2045 to 2046 |
CDO notes payable, at fair value (3)(5)(7) | | | 865,199 | | | | 377,235 | | | | 0.9 | % | | 2037 to 2038 |
CMBS securitization (8) | | | 100,139 | | | | 100,139 | | | | 2.1 | % | | Jan. 2029 |
Loans payable on real estate | | | 171,244 | | | | 171,244 | | | | 5.3 | % | | Sep. 2015 to Dec. 2023 |
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Total non-recourse indebtedness | | | 2,340,699 | | | | 1,851,390 | | | | 1.1 | % | | |
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Total indebtedness | | $ | 2,592,414 | | | $ | 2,086,401 | | | | 1.4 | % | | |
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-1 | Our 7.0% convertible senior notes are redeemable at par, at the option of the holder, in April 2016, April 2021, and April 2026. | | | | | | | | | | | | | |
-2 | Our 4.0% convertible senior notes are redeemable at par, at the option of the holder, in October 2018, October 2023, and October 2028. | | | | | | | | | | | | | |
-3 | Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825. | | | | | | | | | | | | | |
-4 | Excludes senior secured notes issued by us with an aggregate principal amount equal to $86,000 with a weighted average coupon of 7.0%, which are eliminated in consolidation. | | | | | | | | | | | | | |
-5 | Excludes CDO notes payable purchased by us which are eliminated in consolidation. | | | | | | | | | | | | | |
-6 | Collateralized by $1,662,537 principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
-7 | Collateralized by $989,781 principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these investments as of December 31, 2013 was $746,939. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
-8 | Excludes the FL1 junior notes purchased by us which are eliminated in consolidation. Collateralized by $131,843 principal amount of commercial mortgages loans and participation interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. | | | | | | | | | | | | | |
Recourse indebtedness refers to indebtedness that is recourse to our general assets, including the loans payable on real estate that are guaranteed by us. Non-recourse indebtedness consists of indebtedness of consolidated VIEs (i.e. securitization vehicles) and loans payable on real estate which is recourse only to specific assets pledged as collateral to the lenders. The creditors of each consolidated VIE have no recourse to our general credit. |
The current status or activity in our financing arrangements occurring as of or during the three-month period ended March 31, 2014 is as follows: |
Recourse Indebtedness |
7.0% convertible senior notes. The 7.0% Convertible Senior Notes due 2031, or the 7.0% convertible senior notes, are convertible at the option of the holder at a current conversion rate of 149.7815 common shares per $1 principal amount of 7.0% convertible senior notes (equivalent to a current conversion price of $6.68 per common share). Upon conversion of 7.0% convertible senior notes by a holder, the holder will receive cash, our common shares or a combination of cash and our common shares, at our election. We include the 7.0% convertible senior notes in diluted earnings per share using the if-converted method if the conversion value in excess of the par amount is considered in the money during the respective periods. |
4.0% convertible senior notes. The 4.0% Convertible Senior Notes due 2033, or the 4.0% convertible senior notes, are convertible at the option of the holder at a current conversion rate of 99.2356 common shares per $1 principal amount of 4.0% convertible senior notes (equivalent to a current conversion price of $10.08 per common share). Upon conversion of 4.0% convertible senior notes by a holder, the holder will receive cash, our common shares or a combination of cash and our common shares, at our election. We include the 4.0% convertible senior notes in diluted earnings per share using the if-converted method if the conversion value in excess of the par amount is considered in the money during the respective periods. |
In January 2014, the underwriters exercised the overallotment option with respect to an additional $16,750 aggregate principal amount of the 4.0% convertible senior notes and we received total net proceeds of $16,300 after deducting underwriting fees and adjusting for accrued interim interest. In the aggregate, we issued $141,750 aggregate principal amount of the 4.0% convertible senior notes in the offering and raised total net proceeds of approximately $137,238 after deducting underwriting fees and offering expenses. |
According to FASB ASC Topic 470, “Debt”, we recorded a discount on our issued and outstanding 4.0% convertible senior notes of $1,182. This discount reflects the fair value of the embedded conversion option within the 4.0% convertible senior notes and was recorded as an increase to additional paid in capital. The fair value was calculated by discounting the cash flows required in the indenture relating to the 4.0% convertible senior notes agreement by a discount rate that represents management’s estimate of our senior, unsecured, non-convertible debt borrowing rate at the time when the 4.0% convertible senior notes were issued. The discount will be amortized to interest expense through October 1, 2018, the date at which holders of our 4.0% convertible senior notes could require repayment. |
We entered into a second capped call transaction with an affiliate of the underwriter of the 4.0% convertible senior notes to reduce the potential dilution to holders of our common shares upon conversion of the 4.0% convertible senior notes. The second capped call transaction has a cap price of $11.91, which is subject to certain adjustments, and an initial strike price of $9.57, which is subject to certain adjustments and is equivalent to the conversion price of the 4.0% convertible senior notes. The strike price and the cap price of the second capped call transaction are identical to those in the first capped call transaction. The capped calls expire on various dates ranging from June 2018 to October 2018. The capped call transaction is a separate transaction and is not part of the terms of the 4.0% convertible senior notes and will not affect the holders’ rights under the 4.0% convertible senior notes. The capped call transaction meets the criteria for equity classification and was recorded as a reduction to additional paid in capital. The capped call transaction is excluded from the dilutive EPS calculation as their effect would be anti-dilutive. |
Secured credit facilities. As of March 31, 2014, we have $2,500 outstanding under the Independence Realty Operating Partnership, LP, or IROP, credit agreement. The IROP credit agreement has a 3-year term, bears interest at LIBOR plus 2.75% and contains customary financial covenants for this type of revolving credit agreement. |
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In January 2014, we repaid the outstanding $6,143 under our other secured credit facility, including any accrued interest. |
CMBS facilities. We maintain CMBS facilities with two investment banks with total borrowing capacity of $250,000. The CMBS facilities are repurchase agreements that provide for margin calls in the event the conduit loans financed by the facilities change in value. As of March 31, 2014, we had $22,133 of outstanding borrowings under the CMBS facilities. As of March 31, 2014, $227,867 in aggregate principal amount remained available under the CMBS facilities. As of March 31, 2014, we were in compliance with all financial covenants contained in both CMBS facilities. |
Commercial Mortgage Facilities. We maintain a commercial mortgage facility with an investment bank with total borrowing capacity of $150,000, or the $150,000 commercial mortgage facility. The $150,000 commercial mortgage facility is a repurchase agreement that provides for margin calls in the event the commercial mortgages financed by the facility change in value. As of March 31, 2014, we had $26,373 of outstanding borrowings under the $150,000 commercial mortgage facility. As of March 31, 2014, $123,627 in aggregate principal amount remained available under the $150,000 commercial mortgage facility. As of March 31, 2014, we were in compliance with all financial covenants contained in the $150,000 commercial mortgage facility. |
On January 27, 2014, we entered into a two year $75,000 commercial mortgage facility, or the $75,000 commercial mortgage facility, pursuant to which we may sell, and later repurchase, commercial mortgage loans and other assets meeting defined eligibility criteria which are approved by the purchaser in its sole discretion. The aggregate principal amount of the $75,000 commercial mortgage facility is $75,000 and incurs interest at LIBOR plus 200 basis points. The $75,000 commercial mortgage facility contains standard margin call provisions and financial covenants. As of March 31, 2014, we had $50,578 of outstanding borrowings under the $75,000 commercial mortgage facility. As of March 31, 2014, $24,422 in aggregate principal amount remained available under the $75,000 commercial mortgage facility. As of March 31, 2014, we were in compliance with all financial covenants contained in the $75,000 commercial mortgage facility. |
Non-Recourse Indebtedness |
CDO notes payable, at amortized cost. CDO notes payable at amortized cost represent notes issued by consolidated CDO entities which are used to finance the acquisition of unsecured REIT notes, CMBS securities, commercial mortgages, mezzanine loans, and other loans in our commercial real estate portfolio. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at variable or fixed rates. Two of our consolidated securitizations collateralized primarily by commercial real estate loans, RAIT I and RAIT II, are meeting all of their over collateralization, or OC, and interest coverage, or IC, trigger tests as of March 31, 2014. |
During the three-month period ended March 31, 2014, we repurchased, from the market, a total of $5,800 in aggregate principal amount of CDO notes payable issued by RAIT I. The aggregate purchase price was $3,379 and we recorded a gain on extinguishment of debt of $2,421. |
CDO notes payable, at fair value. Both of our consolidated securitizations collateralized primarily by TruPS, Taberna VIII and Taberna IX, are failing OC trigger tests which cause a change to the priority of payments to the debt and equity holders of the respective securitizations. Upon the failure of an OC test, the indenture of each CDO requires cash flows that would otherwise have been distributed to us as equity distributions, or in some cases interest payments on our retained CDO notes payable, be used to pay down sequentially the outstanding principal balance of the most senior note holders. The OC test failures are due to defaulted collateral assets and credit risk securities. During the three month period ended March 31, 2014, $7,584 of cash flows, which is comprised of $1,445 that was re-directed from our retained interests in these securitizations and $6,139 that was from principal collections on the underlying collateral, were used to repay the most senior holders of our CDO notes payable. |
CMBS securitization. During the three month period ended March 31, 2014, $10,804 that was from principal collections on the underlying collateral were used to repay the investment grade senior notes issued by the trust. |
Loans payable on real estate. As of March 31, 2014 and December 31, 2013, we had $297,100 and $171,244, respectively, of other indebtedness outstanding relating to loans payable on consolidated real estate. These loans are secured by specific consolidated real estate and commercial loans included in our consolidated balance sheets. |
During the three-month period ended March 31, 2014, we obtained or assumed five first mortgages on our investments in real estate from third party lenders that have a total aggregate principal balance of $126,635, maturity dates ranging from April 2016 to March 2024, and have interest rates ranging from 3.8% to 5.6%. |