Secured Debt Agreements, Net | 6. SECURED DEBT AGREEMENTS, NET Our secured debt agreements include credit 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 March 31, 2017 December 31, 2016 Credit facilities $ 3,958,064 $ 3,572,837 GE portfolio acquisition facility 1,250,524 1,479,582 Asset-specific financings 567,577 679,207 Revolving credit agreement — — Total secured debt agreements $ 5,776,165 $ 5,731,626 Deferred financing costs (1) (15,974 ) (15,272 ) Net book value of secured debt $ 5,760,191 $ 5,716,354 (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. Credit Facilities During the three months ended March 31, 2017, we increased the maximum facility size of two of our credit facilities, providing an additional £250.0 million and €250.0 million of credit capacity, respectively, and we converted one of our asset-specific financings to a $500.0 million credit facility. The following tables detail our credit facilities ($ in thousands): March 31, 2017 Maximum Collateral Credit Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 1,895,248 $ 1,468,184 $ 1,238,872 $ 229,312 MetLife 1,000,000 1,104,478 866,114 866,114 — Bank of America 750,000 813,305 641,066 641,066 — Citibank (4) 766,300 509,582 393,933 295,777 98,156 Deutsche Bank 500,000 374,119 278,851 278,851 — Morgan Stanley (5) 627,500 329,767 260,623 220,969 39,654 Société Générale (6) 426,080 281,623 220,915 214,678 6,237 JP Morgan (7) 500,000 359,098 277,914 201,737 76,177 $ 6,569,880 $ 5,667,220 $ 4,407,600 $ 3,958,064 $ 449,536 December 31, 2016 Maximum Collateral Credit Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 1,718,874 $ 1,339,942 $ 1,107,733 $ 232,209 MetLife 1,000,000 1,106,017 862,454 862,454 — Bank of America 750,000 794,881 617,694 617,694 — JP Morgan (7) 500,000 550,560 420,414 316,219 104,195 Morgan Stanley (5) 308,500 344,056 272,221 231,930 40,291 Citibank (4) 500,000 508,989 394,677 229,629 165,048 Société Générale (6) 420,680 274,351 207,178 207,178 — $ 5,479,180 $ 5,297,728 $ 4,114,580 $ 3,572,837 $ 541,743 (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 credit facility. (4) As of March 31, 2017, the Citibank maximum facility size was composed of a general $500.0 million facility size denominated in U.S. Dollars plus a general €250.0 million ($266.3 million) facility size that contemplated British Pound Sterling and Euro borrowings. As of December 31, 2016, the maximum facility size was composed of a general $500.0 million facility. (5) As of March 31, 2017, the Morgan Stanley maximum facility size was composed of a £500.0 million facility size that was translated to $627.5 million. As of December 31, 2016, the maximum facility size was composed of a £250.0 million facility size that was translated to $308.5 million. Borrowings denominated in British Pound Sterling and Euro are contemplated under this facility. (6) As of March 31, 2017 and December 31, 2016, the Société Générale maximum facility size was composed of a €400.0 million facility size that was translated to $426.1 million and $420.7 million, respectively. Borrowings denominated in U.S. Dollars, British Pound Sterling, and Euro are contemplated under this facility. (7) As of March 31, 2017 and December 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. The weighted-average outstanding balance of our credit facilities was $3.5 billion for the three months ended March 31, 2017. As of March 31, 2017, we had aggregate borrowings of $4.0 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.90% per annum, a weighted-average all-in term-out The weighted-average outstanding balance of our credit facilities was $2.9 billion for the three months ended December 31, 2016. As of December 31, 2016, we had aggregated borrowings of $3.6 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.82% per annum, a weighted-average all-in term-out 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 tables outline the key terms of our credit facilities as of March 31, 2017: Lender Currency Guarantee (1) Margin Call (2) Term/Maturity Wells Fargo $ 25% Collateral marks only Term matched (3) MetLife $ 50% Collateral marks only April 22, 2022 (4) Bank of America $ 50% Collateral marks only May 21, 2021 (5) Citibank $ / £/ € 25% Collateral marks only Term matched (3) Deutsche Bank $ 25% Collateral marks only Term matched (3) Morgan Stanley £ / € 25% Collateral marks only March 1, 2020 Société Générale $ /£/ € 25% Collateral marks only Term matched (3) JP Morgan $ / £ 50% Collateral marks only January 7, 2019 (1) Other than amounts guaranteed based on specific collateral asset types, borrowings under our credit facilities are non-recourse (2) Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks. (3) These credit 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. (4) Includes five one-year (5) Includes two one-year Currency Outstanding Borrowings Potential Borrowings (1) Index Rate (2) Advance Rate (3) $ $3,639,921 $4,030,008 1-month L+1.88% 78.9% € € — € 38,269 3-month n/a 77.8% £ £ 253,500 £ 269,273 3-month L+2.15% 79.0% $3,958,064 $4,407,600 L+1.90% 78.9% (1) 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 credit facility. (2) Represents weighted-average cash coupon based on borrowings outstanding. (3) Represents weighted-average advance rate based on the outstanding principal balance of the collateral assets pledged. 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, 2017, this facility provided for $1.4 billion of financing, of which $1.3 billion was outstanding and an additional $171.7 million was available to finance future loan fundings in the GE portfolio. The GE portfolio acquisition facility is non-revolving The asset-specific borrowings under the GE portfolio acquisition facility were advanced at a weighted-average rate of 80% of our purchase price of the collateral assets and are repaid pro rata from collateral asset repayment proceeds. The asset-specific borrowings are currency matched to the collateral assets and accrue interest at a rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five, respectively. As of March 31, 2017, those borrowings were denominated in U.S. Dollars, Canadian Dollars, and British Pounds Sterling. The asset-specific borrowings are term matched to the underlying collateral assets with an outside maturity date of May 20, 2020, which may be extended pursuant to two one-year Asset-Specific Financings The following tables detail statistics for our asset-specific financings ($ in thousands): March 31, 2017 Lender Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) JP Morgan (4) Collateral assets 1 $ 286,887 $ 285,955 L+3.88 % n/a Jan. 2020 Financing provided 1 233,679 233,413 L+1.89 % $ 116,839 Jan. 2020 Citibank (4) Collateral assets 2 204,617 204,548 L+4.40 % n/a Nov. 2020 Financing provided 2 161,163 161,123 L+2.42 % 40,291 Nov. 2020 Bank of the Ozarks Collateral assets 2 169,986 167,510 L+6.51 % n/a June 2020 Financing provided 2 128,969 128,045 L+3.83 % — June 2020 Wells Fargo Collateral assets 1 62,523 62,302 L+6.05 % n/a Dec. 2019 Financing provided 1 43,766 43,609 L+3.14 % 8,753 Dec. 2019 Total Collateral assets 6 $ 724,013 $ 720,315 L+4.83 % n/a Financing provided 6 $ 567,577 $ 566,190 L+2.58 % $ 165,883 (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 non-recourse (3) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings are term-matched to the corresponding collateral loans. (4) Borrowings under these asset specific financings are cross collateralized with the related credit facility with the same lender. December 31, 2016 Lender Count Principal Book Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) JP Morgan (4) Collateral assets 1 $ 284,012 $ 282,818 L+3.88 % n/a Jan. 2020 Financing provided 1 233,679 233,626 L+1.89 % $ 116,839 Jan. 2020 Citibank (4) Collateral assets 2 203,656 203,555 L+4.40 % n/a Nov. 2020 Financing provided 2 158,652 158,609 L+2.42 % 39,663 Nov. 2020 Deutsche Bank Collateral assets 1 183,300 180,866 L+5.18 % n/a Aug. 2021 Financing provided 1 135,075 133,621 L+3.03 % 66,410 Aug. 2021 Bank of the Ozarks Collateral assets 2 143,164 140,524 L+6.42 % n/a Apr. 2020 Financing provided 2 108,435 107,323 L+3.68 % — Apr. 2020 Wells Fargo Collateral assets 1 61,951 61,654 L+6.05 % n/a Dec. 2019 Financing provided 1 43,366 43,154 L+2.97 % 8,673 Dec. 2019 Total Collateral assets 7 $ 876,083 $ 869,417 L+4.84 % n/a Financing provided 7 $ 679,207 $ 676,333 L+2.60 % $ 231,585 (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 non-recourse (3) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings are term-matched to the corresponding collateral loans. (4) Borrowings under these asset specific financings are cross collateralized with the related credit facility with the same lender. The weighted-average outstanding balance of our asset-specific financings was $696.4 million for the three months ended March 31, 2017 and $606.9 million for the three months ended December 31, 2016. 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 During the three months ended March 31, 2017, we had no borrowings under the revolving credit agreement and we recorded interest expense of $240,000, including $126,000 of amortization of deferred fees and expenses. During the three months ended December 31, 2016, the weighted-average outstanding borrowings under the revolving credit agreement were $35.3 million and we recorded interest expense of $506,000, including $128,000 of amortization of deferred fees and expenses. As of December 31, 2016 we had no 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 March 31, 2017; (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, 2017 and December 31, 2016, we were in compliance with these covenants. |