Secured Debt Agreements | 6. SECURED DEBT AGREEMENTS Our secured debt agreements include revolving repurchase facilities, the GE portfolio acquisition facility, asset-specific financings, and a revolving credit agreement. The following table details our secured debt agreements ($ in thousands): Secured Debt Agreements Borrowings Outstanding June 30, 2016 December 31, 2015 Revolving repurchase facilities $ 3,142,404 $ 2,495,805 GE portfolio acquisition facility 2,581,776 3,161,291 Asset-specific financings 490,702 474,655 Revolving credit agreement — — Total secured debt agreements $ 6,214,882 $ 6,131,751 Deferred financing costs (1) (16,789 ) (15,646 ) Net book value of secured debt $ 6,198,093 $ 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 During the six months ended June 30, 2016, we increased the maximum facility size of two of our revolving repurchase facilities, providing an additional $1.3 billion of credit capacity. The following table details our revolving repurchase facilities ($ in thousands): June 30, 2016 Maximum Collateral Repurchase Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 1,421,595 $ 1,099,823 $ 826,255 $ 273,568 MetLife 1,000,000 946,957 739,102 739,102 — Bank of America 750,000 649,974 512,679 498,334 14,345 JP Morgan (4) 500,000 519,014 404,031 393,738 10,293 Citibank 500,000 533,589 412,130 369,145 42,985 Morgan Stanley (5) 335,725 267,152 210,432 210,432 — Société Générale (6) 445,000 166,513 133,211 105,398 27,813 $ 5,530,725 $ 4,504,794 $ 3,511,408 $ 3,142,404 $ 369,004 December 31, 2015 Maximum Collateral Repurchase Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Bank of America $ 750,000 $ 840,884 $ 665,861 $ 618,944 $ 46,917 Wells Fargo 1,000,000 879,155 687,200 562,382 124,818 JP Morgan (4) 524,547 589,752 464,723 382,042 82,681 Citibank 500,000 568,032 436,217 344,879 91,338 MetLife 750,000 593,273 462,849 324,587 138,262 Morgan Stanley (5) 370,400 273,280 212,050 209,038 3,012 Société Générale (6) 437,320 67,416 53,933 53,933 — $ 4,332,267 $ 3,811,792 $ 2,982,833 $ 2,495,805 $ 487,028 (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 June 30, 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. 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 additional capacity of £32.3 million ($47.8 million) on the £153.0 million facility. (5) The Morgan Stanley maximum facility size represents a £250.0 million facility size that was translated to $335.7 million as of June 30, 2016, and $370.4 million as of December 31, 2015. (6) The Société Générale maximum facility size represents a €400.0 million facility size that was translated to $445.0 million as of June 30, 2016, and $437.3 million as of December 31, 2015. The weighted-average outstanding balance of our revolving repurchase facilities was $2.9 billion for the six months ended June 30, 2016. As of June 30, 2016, we had aggregate borrowings of $3.1 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.85% 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 June 30, 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 $2.4 billion for the six months ended December 31, 2015. As of December 31, 2015, we had aggregated borrowings of $2.5 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 2.05% per annum, and a weighted-average advance rate of 78.8%. As of December 31, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.3 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. The following table outlines the key terms of our revolving repurchase facilities as of June 30, 2016: Lender Currency Rate (1) Guarantee (2) Advance Rate (3) Margin Call (4) Term/Maturity Wells Fargo $ L+1.82% 25% 79.5% Collateral marks only Term matched (5) MetLife $ L+1.84% 50% 78.8% Collateral marks only April 22, 2022 (6) Bank of America $ L+1.68% 50% 79.3% Collateral marks only May 21, 2021 (7) JP Morgan $ / £ L+1.86% 25% 78.8% Collateral marks only January 7, 2018 Citibank $ L+1.92% 25% 78.1% Collateral marks only Term matched (5) Morgan Stanley £ / € L+2.35% 25% 78.8% Collateral marks only March 1, 2019 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 five one-year extension options which may be exercised at our sole discretion. (7) Includes two one-year extension options which may be exercised at our sole discretion. Subsequent Events On July 25, 2016, we amended our multi-currency, revolving repurchase facility with JP Morgan to extend the maturity date to January 7, 2019 from January 7, 2018. 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. During the second quarter of 2016, we increased the facility size by $125.0 million. As of June 30, 2016, this facility provided for $2.8 billion of financing, of which $2.6 billion was outstanding and an additional $238.7 million was available to finance future loan fundings in the GE portfolio. 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 June 30, 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 $2.6 billion and $3.1 billion under the GE portfolio acquisition facility as of June 30, 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 June 30, 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 $40.7 million. Borrowings under the sequential pay advance accrued interest at a rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. The sequential pay advance was denominated in U.S. Dollars and was repaid from collateral loan principal repayments, after repayment of the related asset-specific borrowing. The sequential pay advances each had a maturity date that was one year from the date of funding, and we had guaranteed 100% of outstanding borrowings of the sequential pay advance. Asset-Specific Financings The following table details statistics for our asset-specific financings ($ in thousands): June 30, 2016 Lender Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Guarantee (2) Wtd. Avg. Term JP Morgan (3) Collateral assets 1 $ 280,415 $ 278,709 L+3.87 % $ n/a Jan., 2020 Financing provided 1 233,679 233,456 L+1.89 % 58,420 Jan., 2020 Citibank (3) Collateral assets 2 201,270 201,101 L+4.45 % n/a Nov., 2020 Financing provided 2 156,461 156,446 L+2.45 % 39,115 Nov., 2020 Bank of the Ozarks Collateral assets 2 73,751 70,823 L+6.00 % n/a Nov., 2019 Financing provided 2 55,500 54,003 L+3.84 % — Nov., 2019 Wells Fargo Collateral assets 1 64,375 63,899 L+6.32 % n/a Dec., 2019 Financing provided 1 45,062 44,729 L+3.20 % 9,012 Dec., 2019 Total Collateral assets 6 $ 619,811 $ 614,532 L+4.57 % $ n/a Financing provided 6 $ 490,702 $ 488,634 L+2.41 % $ 106,547 (1) 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, yield/cost includes the amortization of deferred origination fees / financing costs. (2) Other than amounts guaranteed on an asset-by-asset basis, borrowings under our asset-specific financings are non-recourse to us. (3) Borrowings under these asset specific financings are cross collateralized with the related revolving repurchase facility with the same lender. December 31, 2015 Lender Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Guarantee (2) Wtd. Avg. Term Wells Fargo (3) Collateral assets 3 $ 319,897 $ 318,693 L+4.92 % $ n/a Jun., 2019 Financing provided 3 234,850 234,115 L+2.37 % 42,627 Jun., 2019 JP Morgan (3) Collateral assets 1 274,878 272,632 L+3.88 % n/a Jan., 2020 Financing provided 1 214,491 214,391 L+1.94 % 53,623 Jan., 2020 Citibank (3) Collateral assets 1 36,749 36,514 L+4.42 % n/a Oct., 2018 Financing provided 1 25,314 25,293 L+2.08 % 6,329 Oct., 2018 Total Collateral assets 5 $ 631,524 $ 627,839 L+4.44 % $ n/a Financing provided 5 $ 474,655 $ 473,799 L+2.16 % $ 102,579 (1) 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, yield/cost includes the amortization of deferred origination fees / financing costs. (2) Other than amounts guaranteed on an asset-by-asset basis, borrowings under our asset-specific financings are non-recourse to us. (3) Borrowings under these asset specific financings are cross collateralized with the related revolving repurchase facility with the same lender. The weighted-average outstanding balance of our asset-specific financings was $540.1 million for the six months ended June 30, 2016 and $648.9 million for the six months ended December 31, 2015. Revolving Credit Agreement During the second quarter of 2016, we entered into a $125.0 million full recourse secured revolving credit agreement with Barclays that is designed to finance first mortgage originations for up to six months as a bridge to term financing or syndication. Advances under the 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 collateral. The initial maturity date of the facility is April 4, 2018 and is subject to two one-year extension options, exercisable at our option. The weighted-average outstanding borrowings under the revolving credit agreement were $35.2 million during the six months ended June 30, 2016, and we recorded interest expense of $494,000, including $121,000 of amortization of deferred fees and expenses. As of June 30, 2016 we did not have any outstanding borrowings under the agreement. 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 1.4 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 June 30, 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 June 30, 2016 and December 31, 2015, we were in compliance with these covenants. |