Indebtedness | 9 Months Ended |
Sep. 30, 2014 |
Indebtedness | ' |
NOTE 6: INDEBTEDNESS |
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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 September 30, 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 | | | $ | 33,297 | | | | 7 | % | | Apr. 2031 |
4.0% convertible senior notes (2) | | | 141,750 | | | | 133,752 | | | | 4 | % | | Oct. 2033 |
7.625% senior notes | | | 60,000 | | | | 60,000 | | | | 7.6 | % | | Apr. 2024 |
7.125% senior notes | | | 71,905 | | | | 71,905 | | | | 7.1 | % | | Aug. 2019 |
Secured credit facilities | | | 5,000 | | | | 5,000 | | | | 2.7 | % | | Oct. 2016 |
Junior subordinated notes, at fair value (3) | | | 18,671 | | | | 13,048 | | | | 0.5 | % | | Mar. 2035 |
Junior subordinated notes, at amortized cost | | | 25,100 | | | | 25,100 | | | | 2.7 | % | | Apr. 2037 |
CMBS facilities | | | 159,171 | | | | 159,171 | | | | 2.4 | % | | Nov. 2014 to Jul. 2016 |
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Total recourse indebtedness (4) | | | 515,663 | | | | 501,273 | | | | 4.4 | % | | |
Non-recourse indebtedness: | | | | | | | | | | | | | | |
CDO notes payable, at amortized | | | 1,086,038 | | | | 1,084,289 | | | | 0.6 | % | | 2045 to 2046 |
cost (5)(6) |
CDO notes payable, at fair value (3)(5)(7) | | | 846,941 | | | | 431,142 | | | | 1 | % | | 2037 to 2038 |
CMBS securitizations (8) | | | 215,518 | | | | 215,518 | | | | 1.9 | % | | Jan. 2029 to May 2031 |
Loans payable on real estate (9) | | | 379,259 | | | | 381,095 | | | | 4.7 | % | | Sep. 2015 to Aug. 2024 |
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Total non-recourse indebtedness | | | 2,527,756 | | | | 2,112,044 | | | | 1.4 | % | | |
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Total indebtedness | | $ | 3,043,419 | | | $ | 2,613,317 | | | | 1.9 | % | | |
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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 $80,000 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 $1,573,559 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 $959,310 principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these investments as of September 30, 2014 was $731,911. 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 and the FL2 junior notes purchased by us which are eliminated in consolidation. Collateralized by $289,470 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. | | | | | | | | | | | | | |
-9 | Includes $246,997 of unpaid principal balance with a carrying amount of $248,833 of mortgage indebtedness that encumbers properties owned by IRT. The weighted-average interest rate is 3.7% and has a range of maturity dates from April 2016 to August 2024. | | | | | | | | | | | | | |
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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 | | | 37,749 | | | | 37,749 | | | | 2.7 | % | | Nov. 2014 to Oct. 2015 |
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Total recourse indebtedness (4) | | | 251,715 | | | | 235,011 | | | | 3.8 | % | | |
Non-recourse indebtedness: | | | | | | | | | | | | | | |
CDO notes payable, at amortized | | | 1,204,117 | | | | 1,202,772 | | | | 0.6 | % | | 2045 to 2046 |
cost (5)(6) |
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 (9) | | | 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. | | | | | | | | | | | | | |
-9 | Includes $100,803 of unpaid principal balance and carrying amount of mortgage indebtedness that encumbers properties owned by IRT. The weighted-average interest rate is 3.8% and has a range of maturity dates from January 2019 to November 2022. | | | | | | | | | | | | | |
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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. |
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The current status or activity in our financing arrangements occurring as of or during the nine-month period ended September 30, 2014 is as follows: |
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Recourse Indebtedness |
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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 156.8716 common shares per $1 principal amount of 7.0% convertible senior notes (equivalent to a current conversion price of $6.37 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. Holders of 7.0% convertible senior notes may require us to repurchase all or a portion of the 7.0% convertible senior notes at a purchase price equal to the principal amount plus accrued and unpaid interest on April 1, 2016, April 1, 2021, and April 1, 2026, or upon the occurrence of certain defined fundamental changes. |
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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 105.8429 common shares per $1 principal amount of 4.0% convertible senior notes (equivalent to a current conversion price of $9.45 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. Holders of 4.0% convertible senior notes may require us to repurchase all or a portion of the 4.0% convertible senior notes at a purchase price equal to the principal amount plus accrued and unpaid interest on October 1, 2018, October 1, 2023, and October 1, 2028, or upon the occurrence of certain defined fundamental changes. |
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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. |
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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. |
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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. |
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7.625% senior notes. On April 14, 2014, we issued and sold in a public offering $60,000 aggregate principal amount of our 7.625% Senior Notes due 2024, or the 7.625% senior notes. After deducting the underwriting discount and the estimated offering costs, we received approximately $57,500 of net proceeds. Interest on the 7.625% senior notes is paid quarterly with a maturity date of April 15, 2024. The 7.625% senior notes are subject to redemption at our option, in whole or in part, at any time on or after April 15, 2017, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date and are subject to repurchase by us at the option of the holders following a defined fundamental change, at a repurchase price equal to 101% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The senior notes are not convertible into equity securities of RAIT. They contain financial covenants that are consistent with our other debt agreements. |
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7.125% senior notes. In August 2014, we issued and sold in a public offering $71,905 aggregate principal amount of our 7.125% Senior Notes due 2019, or the 7.125% senior notes. After deducting the underwriting discount and the estimated offering costs, we received approximately $69,209 of net proceeds. Interest on the 7.125% senior notes is paid quarterly with a maturity date of August 30, 2019. The 7.125% senior notes are subject to redemption at our option, in whole or in part, at any time on or after August 30, 2017, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date and are subject to repurchase by us at the option of the holders following a defined fundamental change, at a repurchase price equal to 101% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The senior notes are not convertible into equity securities of RAIT. They contain financial covenants that are consistent with our other debt agreements. |
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Secured credit facilities. As of September 30, 2014, we have $5,000 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 2.50% and contains customary financial covenants for this type of revolving credit agreement. |
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On September 9, 2014, we entered into an amendment under the IROP credit agreement that modified certain terms within the agreement, including, but not limited to, an increase to the lender’s maximum commitment under the credit agreement from $20,000 to $30,000, a change in the LIBOR interest rate from 2.75% to 2.50% and amendments to certain financial covenants. |
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In January 2014, we repaid the outstanding $6,143 under our other secured credit facility, including any accrued interest. |
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CMBS facilities. We maintain various CMBS facilities with investment banks with total borrowing capacity of $575,000. The CMBS facilities are repurchase agreements that provide for margin calls in the event the commercial mortgage loans financed by the facilities change in value. As of September 30, 2014, we had $159,171 of outstanding borrowings under the CMBS facilities. As of September 30, 2014, $415,829 in aggregate principal amount remained available under the CMBS facilities. As of September 30, 2014, we were in compliance with all financial covenants contained in all CMBS facilities. |
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On July 28, 2014, we entered into an amended and restated master repurchase agreement, or the Amended MRA, with the investment bank for one of our CMBS facilities. The Amended MRA added defined floating-rate whole loans and senior interests in whole loans as eligible purchased assets which we could sell to the investment bank and later repurchase. All eligible purchased assets must be acceptable to the investment bank in its sole discretion. The Amended MRA increased the aggregate principal amount available under the facility to $200,000 from $100,000 provided that the aggregate outstanding purchase price under the Amended MRA at any time for all floating rate loans cannot exceed $100,000. Fixed rate loans incur interest at LIBOR plus 250 basis points and floating rate loans incur interest at LIBOR plus 200 basis points. The Amended MRA contains standard margin call provisions and financial covenants. The expiration date of the Amended MRA is July 28, 2016. |
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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. |
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Non-Recourse Indebtedness |
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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 September 30, 2014. |
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During the nine-month period ended September 30, 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. |
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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 nine-month period ended September 30, 2014, $18,255 of cash flows, which is comprised of $4,125 that was re-directed from our retained interests in these securitizations and $14,130 that was from principal collections on the underlying collateral, were used to repay the most senior holders of our CDO notes payable. |
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CMBS securitizations. During the nine-month period ended September 30, 2014, $40,482 that was from principal collections on the underlying collateral were used to repay the investment grade senior notes issued by RAIT FL1. |
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On April 29, 2014, we closed a CMBS securitization transaction, or RAIT FL2, structured to be collateralized by $196,052 of floating rate commercial mortgage loans and participation interests, or the FL2 collateral, that we originated. The CMBS securitization transaction is intended to finance the FL2 collateral on a non-recourse basis. In connection with the CMBS securitization transaction, our subsidiaries made certain customary representations, warranties and covenants. RAIT FL2 does not have OC triggers or IC triggers. |
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On the closing date, our subsidiary, RAIT 2014-FL2 Trust, or the FL2 issuer, issued classes of investment grade senior notes, or the FL2 senior notes, with an aggregate principal balance of approximately $155,861 to investors, representing an advance rate of approximately 79.5%. A RAIT subsidiary received the unrated classes of junior notes, or the FL2 junior notes, including a class with an aggregate principal balance of $40,191, and the equity, or the retained interests, of the FL2 issuer. The FL2 senior notes bear interest at a weighted average rate equal to LIBOR plus 1.79%. The stated maturity of the FL2 notes is May 2031, unless redeemed or repaid prior thereto. Subject to certain conditions, beginning in April 2016 or upon defined tax events, the FL2 issuer may redeem the FL2 senior notes, in whole but not in part, at the direction of holders of FL2 junior notes that we hold. |
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Loans payable on real estate. As of September 30, 2014 and December 31, 2013, we had $381,095 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. |
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During the nine-month period ended September 30, 2014, we obtained or assumed 11 first mortgages on our investments in real estate from third party lenders that have a total aggregate principal balance of $210,483, maturity dates ranging from April 2016 to August 2024, and interest rates ranging from 3.4% to 5.6%. |
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Subsequent to September 30, 2014, we obtained one first mortgage on our investments in real estate from a third party lender that has a total aggregate principal balance of $15,991, a maturity date of November 2021, and an interest rate of 3.7%. |
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