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 September 30, 2017 December 31, 2016 Credit facilities $ 4,386,645 $ 3,572,837 GE portfolio acquisition facility 1,090,946 1,479,582 Asset-specific financings 517,256 679,207 Revolving credit agreement 101,750 — Total secured debt agreements $ 6,096,597 $ 5,731,626 Deferred financing costs (1) (17,462 ) (15,272 ) Net book value of secured debt $ 6,079,135 $ 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 nine months ended September 30, 2017, we added two new credit facilities related to our Multifamily Joint Venture, providing an aggregate additional $450.0 million of credit capacity, increased the maximum facility size of two of our existing credit facilities, providing an additional £250.0 million and €250.0 million of credit capacity, respectively, and converted one of our asset-specific financings to a $500.0 million credit facility. The following tables detail our credit facilities ($ in thousands): September 30, 2017 Maximum Collateral Credit Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 2,232,117 $ 1,724,227 $ 1,398,224 $ 326,003 MetLife 1,000,000 1,030,148 807,164 807,164 — Bank of America 750,000 818,359 641,066 641,066 — Citibank (4) 795,350 596,119 464,849 356,751 108,098 JP Morgan (5) 500,000 453,121 344,656 295,984 48,672 Deutsche Bank 500,000 393,564 295,743 295,743 — Société Générale (6) 472,560 332,761 266,000 266,000 — Morgan Stanley (7) 669,900 422,332 331,037 211,105 119,932 Bank of America - Multi. JV (8) 200,000 87,000 69,600 69,600 — Goldman Sachs - Multi. JV (8) 250,000 59,125 45,008 45,008 — $ 7,137,810 $ 6,424,646 $ 4,989,350 $ 4,386,645 $ 602,705 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 (5) 500,000 550,560 420,414 316,219 104,195 Morgan Stanley (7) 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 September 30, 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 ($295.4 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 September 30, 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. (6) As of September 30, 2017 and December 31, 2016, the Société Générale maximum facility size was composed of a €400.0 million facility size that was translated to $472.6 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 September 30, 2017, the Morgan Stanley maximum facility size was composed of a £500.0 million facility size that was translated to $669.9 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 U.S. Dollars, British Pound Sterling, and Euro are contemplated under this facility. (8) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. The weighted-average outstanding balance of our credit facilities was $4.0 billion for the nine months ended September 30, 2017. As of September 30, 2017, we had aggregate borrowings of $4.4 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.88% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.09% per annum, and a weighted-average advance rate of 78.8%. As of September 30, 2017, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.5 years. The weighted-average outstanding balance of our credit facilities was $2.9 billion for the nine months ended September 30, 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 cost of credit, including associated fees and expenses, of LIBOR plus 2.02% per annum, and a weighted-average advance rate of 79.1%. As of December 31, 2016, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.5 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 tables outline the key terms of our credit facilities as of September 30, 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 21, 2023 (4) Bank of America $ 50% Collateral marks only May 21, 2021 (5) Société Générale $ / £ / € 25% Collateral marks only Term matched (3) Deutsche Bank $ 35% Collateral marks only Term matched (3) Citibank $ / £ / € 25% Collateral marks only Term matched (3) Morgan Stanley $ / £ / € 25% Collateral marks only March 3, 2020 JP Morgan $ / £ 50% Collateral marks only January 7, 2020 Bank of America - Multi. JV (6) $ 43% Collateral marks only July 19, 2021 Goldman Sachs - Multi. JV (6) $ 25% Collateral marks only July 12, 2020 (1) Other than amounts guaranteed based on specific collateral asset types, borrowings under our credit facilities are non-recourse to us. (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 extension options which may be exercised at our sole discretion. (5) Includes two one-year extension options which may be exercised at our sole discretion. (6) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. Currency Outstanding Potential (1) Index Rate (2) Advance (3) $ $ 4,123,064 $ 4,610,777 1-month USD LIBOR L+1.86% 78.8% € € 66,186 € 87,786 3-month EURIBOR L+2.24% 80.0% £ £ 138,371 £ 205,152 3-month GBP LIBOR L+2.24% 78.6% $ 4,386,645 $ 4,989,350 L+1.88% 78.8% (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 September 30, 2017, this facility provided for $1.2 billion of financing, of which $1.1 billion was outstanding and an additional $129.4 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 asset-specific borrowings for each collateral asset. 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 September 30, 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 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 under the GE portfolio acquisition facility of $1.1 billion and a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 1.75% per annum as of September 30, 2017, compared to $1.5 billion of outstanding asset-specific borrowings and a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 1.83% per annum as of December 31, 2016. Asset-Specific Financings The following tables detail our asset-specific financings ($ in thousands): September 30, 2017 Asset-Specific Financings Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) Collateral assets 5 $ 662,223 $ 659,152 L+4.70 % n/a Dec. 2020 Financing provided (4) 5 $ 517,256 $ 516,537 L+2.48 % $ 162,517 Dec. 2020 (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) 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 of $394.8 million under these asset specific financings are cross collateralized with related credit facilities with the same lenders. December 31, 2016 Asset-Specific Financings Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) Collateral assets 7 $ 876,083 $ 869,417 L+4.84 % n/a Aug. 2020 Financing provided (4) 7 $ 679,207 $ 676,333 L+2.60 % $ 231,585 Aug. 2020 (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) 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 of $392.3 million under these asset specific financings are cross collateralized with related credit facilities with the same lenders. The weighted-average outstanding balance of our asset-specific financings was $596.2 million for the nine months ended September 30, 2017 and $557.9 million for the nine months ended September 30, 2016. Revolving Credit Agreement During the second quarter of 2017, we increased the borrowing capacity under our secured revolving credit agreement with Barclays by $125.0 million to $250.0 million. This full recourse facility 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 maturity date of the facility is April 4, 2020. During the nine months ended September 30, 2017, the weighted-average outstanding borrowings under the revolving credit agreement were $23.5 million and we recorded interest expense of $1.7 million, including $575,000 of amortization of deferred fees and expenses. As of September 30, 2017, we had $101.8 million of borrowings outstanding under the agreement. During the nine months ended September 30, 2016, the weighted-average outstanding borrowings under the revolving credit agreement were $19.5 million and we recorded interest expense of $915,000, including $248,000 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 September 30, 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 September 30, 2017 and December 31, 2016, we were in compliance with these covenants. |