Secured Debt Agreements | 6. SECURED DEBT AGREEMENTS Our secured debt agreements included revolving repurchase facilities, the GE portfolio acquisition facility, and asset-specific financings. The following table details our secured debt agreements ($ in thousands): Secured Debt Agreements Borrowings Outstanding March 31, 2016 December 31, 2015 Revolving repurchase facilities $ 3,252,405 $ 2,858,714 GE portfolio acquisition facility 2,919,946 3,161,291 Asset-specific financings 157,034 111,746 Total secured debt agreements $ 6,329,385 $ 6,131,751 Deferred financing costs (1) (17,726 ) (15,646 ) Net book value of secured debt $ 6,311,659 $ 6,116,105 (1) Costs incurred in connection with our secured debt agreements are recorded on our consolidated balance sheet when incurred and recognized as a component of interest expense over the life of each related agreement. Revolving Repurchase Facilities The following table details our revolving repurchase facilities ($ in thousands): March 31, 2016 Maximum Collateral Repurchase Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo (4) $ 1,172,000 $ 1,286,632 $ 1,005,043 $ 871,485 $ 133,558 Bank of America 750,000 847,304 666,275 618,944 47,331 JP Morgan (5) 762,500 796,344 638,390 564,605 73,785 MetLife 695,945 767,290 594,369 466,107 128,262 Citibank (6) 537,500 590,281 455,716 377,251 78,465 Morgan Stanley (7) 359,450 387,317 301,005 298,082 2,923 Société Générale (8) 453,520 69,914 55,931 55,931 — $ 4,730,915 $ 4,745,082 $ 3,716,729 $ 3,252,405 $ 464,324 December 31, 2015 Maximum Collateral Repurchase Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo (4) $ 1,172,000 $ 1,044,860 $ 817,562 $ 685,485 $ 132,077 Bank of America 750,000 840,884 665,861 618,944 46,917 JP Morgan (5) 787,047 864,630 689,705 596,533 93,172 MetLife 750,000 593,273 462,849 324,587 138,262 Citibank (6) 537,500 604,781 461,532 370,194 91,338 Morgan Stanley (7) 370,400 273,280 212,050 209,038 3,012 Société Générale (8) 437,320 67,416 53,933 53,933 — $ 4,804,267 $ 4,289,124 $ 3,363,492 $ 2,858,714 $ 504,778 (1) Maximum facility size represents the largest amount of borrowings available under a given facility once sufficient collateral assets have been approved by the lender and pledged by us. (2) Represents the principal balance of the collateral assets. (3) Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each revolving credit facility. (4) As of both March 31, 2016 and December 31, 2015, the Wells Fargo maximum facility size was composed of a general $1.0 billion facility size and $172.0 million of additional capacity related solely to a specific asset with a repurchase date of July 30, 2016. (5) As of March 31, 2016, the JP Morgan maximum facility size was composed of a general $500.0 million facility size, under which U.S. Dollars and British Pound Sterling borrowings are contemplated, and $262.5 million of additional capacity related solely to a specific asset with a repurchase date of January 9, 2018. As of December 31, 2015, the JP Morgan maximum facility was composed of general $250.0 million facility size plus a general £153.0 million ($226.7 million) facility size provided under a related agreement that contemplated U.S. Dollars and British Pound Sterling borrowings and, $262.5 million of additional capacity related solely to a specific asset with a repurchase date of January 9, 2018, and additional capacity of £32.3 million ($47.8 million) on the £153.0 million facility. (6) As of both March 31, 2016 and December 31, 2015, the Citibank maximum facility size was composed of a general $500.0 million facility size and $37.5 million of additional capacity related solely to a specific asset with a repurchase date of October 9, 2017. (7) The Morgan Stanley maximum facility size represents a £250.0 million facility size which was translated to $359.5 million as of March 31, 2016, and $370.4 million as of December 31, 2015. (8) The Société Générale maximum facility size represents a €400.0 million facility size which was translated to $453.5 million as of March 31, 2016, and $437.3 million as of December 31, 2015. The weighted-average outstanding balance of our revolving repurchase facilities was $3.1 billion for the three months ended March 31, 2016. As of March 31, 2016, we had aggregate borrowings of $3.3 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.83% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.03% per annum, and a weighted-average advance rate of 79.2%. As of March 31, 2016, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.3 years. The weighted-average outstanding balance of our revolving repurchase facilities was $2.8 billion for the three months ended December 31, 2015. As of December 31, 2015, we had aggregated borrowings of $2.9 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.82% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.04% per annum, and a weighted-average advance rate of 79.1%. As of December 31, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.4 years. Borrowings under each facility are subject to the initial approval of eligible collateral loans by the lender and the maximum advance rate and pricing rate of individual advances are determined with reference to the attributes of the respective collateral loan. During the three months ended March 31, 2016, we extended the maturity date of our $750.0 million revolving repurchase facility with Bank of America to May 21, 2021 (inclusive of two one-year extension options which may be exercised at our sole discretion). The following table outlines the key terms of our revolving repurchase facilities as of March 31, 2016: Lender Rate (1) Guarantee (2) Advance Rate (3) Margin Call (4) Currency Term/Maturity Wells Fargo L+1.78% 25% 79.5% Collateral marks only $ Term matched (5) Bank of America L+1.69% 50% 79.5% Collateral marks only $ May 21, 2021 (6) JP Morgan L+1.80% 25% 80.4% Collateral marks only $ / £ January 7, 2018 MetLife L+1.76% 50% 78.5% Collateral marks only $ February 24, 2021 (7) Citibank L+1.92% 25% 77.7% Collateral marks only $ Term matched (5) Morgan Stanley L+2.35% 25% 79.1% Collateral marks only £ / € March 3, 2017 Société Générale L+1.60% 25% 80.0% Collateral marks only £ / € Term matched (5) (1) Represents weighted-average cash coupon based on borrowings outstanding. In instances where our borrowings are denominated in currencies other than the U.S. Dollar, interest accrues at a rate equivalent to a margin plus a base rate other than 1-month USD LIBOR, such as 3-month GBP LIBOR, 3-month EURIBOR, or 3-month CDOR. (2) Other than amounts guaranteed based on specific collateral asset types, borrowings under our revolving repurchase facilities are non-recourse to us. (3) Represents weighted-average advance rate based on the outstanding principal balance of the collateral assets pledged. (4) Margin call provisions under our revolving repurchase facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks. (5) These revolving repurchase facilities have various availability periods during which new advances can be made and which are generally subject to each lender’s discretion. Maturity dates for advances outstanding are tied to the term of each respective collateral asset. (6) Includes two one-year extension options which may be exercised at our sole discretion. (7) Includes five one-year extension options which may be exercised at our sole discretion. GE Portfolio Acquisition Facility During the second quarter of 2015, concurrently with our acquisition of the GE portfolio, we entered into an agreement with Wells Fargo to provide us with secured financing for the acquired portfolio. As of March 31, 2016, this facility provided for $3.1 billion of financing, of which $2.9 billion was outstanding and an additional $133.9 million was available to finance future loan fundings. The GE portfolio acquisition facility is non-revolving and consists of a single master repurchase agreement providing for both (i) asset-specific borrowings for each collateral asset as well as (ii) a sequential pay advance feature. Asset-Specific Borrowings The asset-specific borrowings under the GE portfolio acquisition facility were advanced at a weighted-average rate of 80% of our purchase price of the collateral assets and will be repaid pro rata from collateral asset repayment proceeds. The asset-specific borrowings are currency matched to the collateral assets and accrue interest at a rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five, respectively. As of March 31, 2016, those borrowings were denominated in U.S. Dollars, Canadian Dollars, British Pounds Sterling, and Euros. The asset-specific borrowings are term matched to the underlying collateral assets with an outside maturity date of May 20, 2020, which may be extended pursuant to two one-year extension options. We guarantee obligations under the GE portfolio acquisition facility in an amount equal to the greater of (i) 25% of outstanding asset-specific borrowings, and (ii) $250.0 million. We had outstanding asset-specific borrowings of $2.9 billion and $3.1 billion under the GE portfolio acquisition facility as of March 31, 2016 and December 31, 2015, respectively. Sequential Pay Advance The GE portfolio acquisition facility also included a sequential pay advance feature that provided for $237.2 million of borrowings, representing an additional 5% advance against each collateral asset pledged under the facility. As of March 31, 2016, the sequential pay advance borrowings under the GE portfolio acquisition facility had been fully repaid. As of December 31, 2015, we had outstanding sequential pay advance borrowings of $40.7 million. Borrowings under the sequential pay advance accrued interest at a rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. The sequential pay advance was denominated in U.S. Dollars and was repaid from collateral loan principal repayments, after repayment of the related asset-specific borrowing. The sequential pay advances each had a maturity date that was one year from the date of funding, and we had guaranteed 100% of outstanding borrowings of the sequential pay advance. Asset-Specific Financings During the three months ended March 31, 2016, we entered into two asset-specific financings providing an additional $232.4 million of credit capacity. The following table details statistics for our asset-specific financings ($ in thousands): March 31, 2016 December 31, 2015 Financing Agreements Collateral Assets Financing Agreements Collateral Assets Number of loans 4 4 2 2 Principal balance (1) $ 157,034 $ 214,941 $ 111,746 $ 154,192 Book value $ 154,751 $ 211,292 $ 111,061 $ 153,542 Weighted-average cash coupon (2) L+2.70 % L+5.22 % L+2.52 % L+5.27 % Weighted-average cost / all-in yield (2) L+3.12 % L+5.84 % L+2.88 % L+5.83 % (1) With the exception of $13.2 million related to one asset-specific financing, we do not guarantee the obligations under these agreements. (2) These floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, cost / all-in yield includes the amortization of deferred origination fees / financing costs. The weighted-average outstanding balance of our asset-specific financings was $141.4 million for the three months ended March 31, 2016 and $224.8 million for the three months ended December 31, 2015. Debt Covenants Each of the guarantees related to our secured debt agreements contain the following uniform financial covenants: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.40 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $1.9 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to March 31, 2016; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of March 31, 2016 and December 31, 2015, we were in compliance with these covenants. Subsequent Events On April 4, 2016, we entered into a $125.0 million full recourse revolving credit agreement with Barclays which is designed to finance first mortgage originations for up to six months as a bridge to term financing or syndication. Advances under the credit agreement are subject to availability under a specified borrowing base and accrue interest at a per annum pricing rate equal to the sum of (i) an applicable base rate or Eurodollar rate and (ii) an applicable margin, in each case, dependent on the applicable type of loan. The initial maturity date of the facility is April 4, 2018 and is subject to two one-year extension options, exercisable at our option. On April 22, 2016, we increased the maximum facility size of our revolving repurchase facility with MetLife by $304.1 million to $1.0 billion and extended the maturity date (inclusive of five one-year extension options, exercisable at our option) to April 22, 2022. |