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 September 30, 2015: Description Unpaid Principal Balance Carrying Amount Weighted- Average Interest Rate Contractual Maturity Recourse indebtedness: 7.0% convertible senior notes (1) $ 34,066 $ 33,784 7.0 % Apr. 2031 4.0% convertible senior notes (2) 141,750 136,418 4.0 % 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 Senior secured notes 72,000 64,354 7.0 % Apr. 2017 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 11,193 4.3 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 25,100 2.8 % Apr. 2037 CMBS facilities 184,198 184,198 1.7 % Nov. Total recourse indebtedness 607,690 586,952 4.1 % Non-recourse indebtedness: Secured credit facilities (8) 271,500 271,500 2.6 % September 2018 Term Loans (9) 120,000 120,000 5.2 % September 2016 CDO notes payable, at amortized cost (4)(5) 921,305 920,691 0.6 % 2045 to 2046 CMBS securitizations (6) 501,044 500,790 1.9 % May 2031 to December 2031 Loans payable on real estate (7) 799,436 800,048 4.4 % Apr. 2016 to May 2040 Total non-recourse indebtedness 2,613,285 2,613,029 2.30 % Total indebtedness $ 3,220,975 $ 3,199,981 2.80 % (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 CDO notes payable purchased by us which are eliminated in consolidation. ( 5 ) Collateralized by $1,431,232 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. (6) Collateralized by $620,034 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. ( 7 ) Includes $563,721 of unpaid principal balance with a carrying amount of $564,333 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 April 2016 to May 2025. (8) Floating rate at 245 basis points over 1-month LIBOR. As of September 30, 2015, 1-month LIBOR was 0.19%. Interest only payments are due monthly. (9) Floating rate at 500 basis points over 1-month LIBOR. As of September 30, 2015, 1-month LIBOR was 0.19%. Interest only payments are due monthly. The following table summarizes our total recourse and non-recourse indebtedness as of December 31, 2014: Description Unpaid Principal Balance Carrying Amount Weighted- Average Interest Rate Contractual Maturity Recourse indebtedness: 7.0% convertible senior notes (1) $ 34,066 $ 33,417 7.0 % Apr. 2031 4.0% convertible senior notes (2) 141,750 134,418 4.0 % 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 18,392 18,392 2.7 % Oct. 2016 Senior secured notes 78,000 68,314 7.0 % Apr. 2017 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 13,102 0.5 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 25,100 2.7 % Apr. 2037 CMBS facilities 85,053 85,053 2.5 % Nov. Total recourse indebtedness 532,937 509,701 4.0 % Non-recourse indebtedness: CDO notes payable, at amortized cost (4)(5) 1,074,102 1,073,145 0.6 % 2045 to 2046 CMBS securitizations (6) 389,994 389,415 1.9 % Jan. 2029 to Dec 2031 Loans payable on real estate (7) 641,874 643,405 4.6 % Sep. 2015 to Aug. 2040 Total non-recourse indebtedness 2,105,970 2,105,965 2.1 % Total indebtedness $ 2,638,907 $ 2,615,666 2.6 % (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 CDO notes payable purchased by us which are eliminated in consolidation. ( 5 ) Collateralized by $1,572,126 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. ( 6 ) Excludes the RAIT FL1 junior notes, RAIT FL2 junior notes and RAIT FL3 junior notes purchased by us which are eliminated in consolidation. Collateralized by $490,863 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. ( 7 ) Includes $360,902 of unpaid principal balance and carrying amount of $362,434 of third party mortgage indebtedness that encumbers properties owned by IRT. The weighted-average interest rate is 3.8% and has a range of maturity dates from April 2016 to January 2025. 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 nine-month period ended September 30, 2015 is as follows: Recourse Indebtedness 7.0% convertible senior notes. The 7.0% convertible senior notes are convertible at the option of the holder at a current conversion rate of 173.6550 common shares per $1 principal amount of 7.0% convertible senior notes (equivalent to a current conversion price of $5.76 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. On October 2, 2015 and October 5, 2015, holders of $2,010 of the 7.0% convertible notes exercised their option to convert their notes. At that time, the conversion rate was 167.8233 common shares per $1 principal amount. We elected to settle the conversion by issuing 337,324 common shares (plus cash in lieu of fractional shares). 4.0% convertible senior notes. The 4.0% convertible senior notes are convertible at the option of the holder at a current conversion rate of 108.5803 common shares per $1 principal amount of 4.0% convertible senior notes (equivalent to a current conversion price of $9.21 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. 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. 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. Secured credit facilities. On October 25, 2013, our subsidiary, IROP, the operating partnership of IRT, entered into a $20,000 secured revolving credit agreement, or the HNB credit agreement, with The Huntington National Bank to be used to acquire properties, for capital expenditures and for general corporate purposes. The HNB 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. IRT guaranteed IROP’s obligations under the HNB credit agreement. On September 9, 2014, IRT and IROP entered into an amendment to the IROP credit agreement that increased the lender’s maximum commitment under the credit agreement from $20,000 to $30,000, changed the interest rate from LIBOR plus 2.75% to LIBOR plus 2.50% and amended certain financial covenants. In connection with the TSRE merger, the HNB facility was terminated as of September 17, 2015. Senior secured notes. The senior secured notes were issued pursuant to an indenture agreement dated October 5, 2011 which contains customary events of default, including those relating to nonpayment of principal or interest when due and defaults based upon events of bankruptcy and insolvency. The senior secured notes are each $25,000 principal amount with a weighted average interest rate of 7.0% and have maturity dates ranging from April 2017 to April 2019. Interest is at a fixed rate and accrues from October 5, 2011 and is payable quarterly in arrears on October 30, January 30, April 30 and July 30 of each year, beginning October 30, 2011. The senior secured notes are secured and are not convertible into equity securities of RAIT. During the nine-month period ended September 30, 2015, we prepaid $6,000 of the senior secured notes. As of September 30, 2015 we have $72,000 of outstanding senior secured notes. Junior subordinated notes, at fair value. On October 16, 2008, we issued two junior subordinated notes with an aggregate principal amount of $38,052 to a third party and received $15,459 of net cash proceeds. One junior subordinated note, which we refer to as the first $18,671 junior subordinated note, has a principal amount of $18,671, a fixed interest rate of 8.65% through March 30, 2015 with a floating rate of LIBOR plus 400 basis points thereafter and a maturity date of March 30, 2035. The second junior subordinated note, which we refer to as the $19,381 junior subordinated note, had a principal amount of $19,381, a fixed interest rate of 9.64% and a maturity date of October 30, 2015. At issuance, we elected to record these junior subordinated notes at fair value under FASB ASC Topic 825, with all subsequent changes in fair value recorded in earnings. On October 25, 2010, pursuant to a securities exchange agreement, we exchanged and cancelled the first $18,671 junior subordinated note for another junior subordinated note, which we refer to as the second $18,671 junior subordinated note, in aggregate principal amount of $18,671 with a reduced interest rate and provided $5,000 of our 6.875% convertible senior notes as collateral for the second $18,671 junior subordinated note. This $18,671 junior subordinated note has a fixed rate of interest of 0.5% through March 30, 2015 and thereafter has a floating rate of three-month LIBOR plus 400 basis points, with such floating rate not to exceed 7.0%. The maturity date is March 30, 2035. At issuance, of these notes, we elected to record the second $18,671 junior subordinated note at fair value under FASB ASC Topic 825, with all subsequent changes in fair value recorded in earnings. The fair value, or carrying amount, of this indebtedness was $11,193 as of September 30, 2015. CMBS facilities. As of September 30, 2015, we had $21,590 of outstanding borrowings under the amended and restated master repurchase agreement, or the Amended MRA. As of September 30, 2015, we were in compliance with all financial covenants contained in the Amended MRA. As of September 30, 2015, we had $7,125 of outstanding borrowings under the $150,000 CMBS facility. As of September 30, 2015, we were in compliance with all financial covenants contained in the $150,000 CMBS facility. As of September 30, 2015, we had $75,000 of outstanding borrowings under the $75,000 commercial mortgage facility. As of September 30, 2015, we were in compliance with all financial covenants contained in the $75,000 commercial mortgage facility. As of September 30, 2015, we had $55,771 of outstanding borrowings under the $150,000 commercial mortgage facility. As of September 30, 2015, we were in compliance with all financial covenants contained in the $150,000 commercial mortgage facility. As of September 30, 2015, we had $24,712 of outstanding borrowings under the $150,000 commercial mortgage facility. As of September 30, 2015, we were in compliance with all financial covenants contained in the $150,000 commercial mortgage facility. Non-Recourse Indebtedness Secured credit facilities. On September 17, 2015, IROP entered into a credit agreement with respect to a $325,000 senior secured credit facility, or the KeyBank senior facility. The KeyBank senior facility consists of a revolving line of credit in an amount of up to $125,000, or the revolver, and a term loan in an amount of no less than $200,000, or the term loan. Up to 10% of the revolver is available for swingline loans, and up to 10% of the revolver is available for the issuance of letters of credit. Additionally, IROP has the right to increase the aggregate amount of the KeyBank senior facility to up to $450,000. The KeyBank senior facility will mature on September 17, 2018, three years from its closing date, subject to the option of IROP to extend the KeyBank senior facility for two additional 12-month periods under certain circumstances. IROP may prepay the KeyBank senior facility, in whole or in part, at any time without fee or penalty, except for breakage costs associated with LIBOR borrowings. At IROP’s option, borrowings under the KeyBank senior facility will bear interest at a rate equal to either (i) the 1-month LIBOR rate plus a margin of 165 to 245 basis points, or (ii) a base rate plus a margin of 65 to 145 basis points. The applicable margin will be determined based upon IROP’s total leverage ratio. In addition, IROP will pay a fee of either 20 basis points (if greater than or equal to 50% of the revolver is used) or 25 basis points (if less than 50% of the revolver is used) on the unused portion of the revolver. The KeyBank senior facility requires monthly payments of interest only and does not require any mandatory prepayments. At September 30, 2015, amounts outstanding under the KeyBank secured facility bear interest at 245 basis points over 1-month LIBOR. As of September 30, 2015, there was $53,500 of availability under the revolver and $0 of availability under the term loan. Term loans. On September 17, 2015, IROP entered into a credit agreement with respect to a $120,000 senior interim term loan facility, or the KeyBank interim facility. The KeyBank interim facility is structured as a 364-day secured term loan facility (with a maturity extension option for an additional six months under certain circumstances) available in a single draw. IROP may prepay the KeyBank interim facility, in whole or in part, at any time without fee or penalty (other than as provided in a separate fee letter with the lenders), except for breakage costs associated with LIBOR borrowings. The KeyBank interim facility is secured by pledges of certain of the equity interests of IROP’s current and future subsidiaries and joint ventures (on a best-available basis to the extent such equity interests can be pledged pursuant to IRT’s existing debt agreements) and a pledge of the proceeds of all equity issuances by IRT. At IROP’s option, borrowings under the KeyBank interim facility will bear interest at a rate equal to either (i) the 1-month LIBOR rate plus a margin of 500 basis points, or (ii) a base rate plus a margin of 400 basis points. If IROP elects to extend its maturity, at IROP’s option, the KeyBank interim facility will bear interest at a rate equal to either (i) the 1-month LIBOR rate plus a margin of 650 basis points, or (ii) a base rate plus a margin of 550 basis points. The KeyBank interim facility requires monthly payments of interest only. IROP is required to reduce the principal amount outstanding under the KeyBank interim facility to no greater than $100,000 within six months of closing and must apply 100% of all net proceeds from equity issuances, sales of assets, or refinancings of assets towards repaying the KeyBank Interim Facility. At September 30, 2015, the KeyBank interim facility bears interest at 500 basis points over 1-month LIBOR and there was $0 of availability under the KeyBank interim facility. CDO notes payable, at amortized cost. CDO notes payable at amortized cost represent notes issued by consolidated CDO securitizations 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. Both 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, 2015. CMBS securitizations. During the third quarter of 2015, RAIT exercised its right to unwind RAIT-FL1, thereby repaying all of the outstanding notes. As a result, as of September 30, 2015, RAIT 2013-FL1 Trust, or RAIT FL 1, had $0 of total collateral at par value. As of September 30, 2015, our subsidiary, RAIT 2014-FL2 Trust, or RAIT FL 2, had $185,572 of total collateral at par value. RAIT FL2 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $145,358 to investors. We currently own the unrated classes of junior notes, including a class with an aggregate principal balance of $40,214, and the equity, or the retained interests, of RAIT FL2. RAIT FL2 does not have OC triggers or IC triggers. As of September 30, 2015, our subsidiary, RAIT 2014-FL3 Trust, or RAIT FL 3, had $215,178 of total collateral at par value. RAIT FL3 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $177,792 to investors. We currently own the unrated classes of junior notes, including a class with an aggregate principal balance of $37,386, and the equity, or the retained interests, of RAIT FL3. RAIT FL3 does not have OC triggers or IC triggers. As of September 30, 2015, our subsidiary, RAIT 2015-FL4 Trust, or RAIT FL 4, had $219,284 of total collateral at par value. RAIT FL4 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $177,894 to investors. We currently own the unrated classes of junior notes, including a class with an aggregate principal balance of $41,390, and the equity, or the retained interests, of RAIT FL4. RAIT FL4 does not have OC triggers or IC triggers. Loans payable on real estate. As of September 30, 2015 and December 31, 2014, we had $799,436 and $641,874, 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 nine-month period ended September 30, 2015, IRT obtained or assumed 8 first mortgages on its investment in real estate from third party lenders that have a total aggregate principal balance of $204,262, maturity dates ranging from March 2021 to May 2025, and interest rates ranging from 3.2% to 4.3%. |