Secured Debt Agreements, Net | 5. 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, 2018 December 31, 2017 Credit facilities $ 3,851,609 $ 4,068,249 GE portfolio acquisition facility 559,637 703,423 Asset-specific financings 1,607,424 518,864 Revolving credit agreement — — Total secured debt agreements $ 6,018,670 $ 5,290,536 Deferred financing costs (1) (21,790 ) (16,681 ) Net book value of secured debt $ 5,996,880 $ 5,273,855 (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, 2018, we added one new credit facility, providing an additional $1.0 billion of credit capacity, and increased the maximum facility size of one of our existing credit facilities, providing an additional $250.0 million of credit capacity. The following tables detail our credit facilities ($ in thousands): March 31, 2018 Maximum Collateral Credit Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 1,603,878 $ 1,205,597 $ 857,498 $ 348,099 MetLife 1,000,000 1,051,140 822,534 822,534 — Bank of America 1,000,000 820,016 637,992 637,992 — Citibank (4) 750,000 548,629 430,290 430,290 — Société Générale (5) 492,000 375,742 300,871 300,871 — Deutsche Bank 500,000 360,564 265,643 265,643 — JP Morgan 500,000 558,426 421,250 210,212 211,038 Morgan Stanley (6) 700,900 594,549 457,971 203,204 254,767 Bank of America - Multi. JV (7) 200,000 112,550 90,040 90,040 — Goldman Sachs - Multi. JV (7) 250,000 42,774 33,325 33,325 — Barclays 1,000,000 — — — — $ 8,392,900 $ 6,068,268 $ 4,665,513 $ 3,851,609 $ 813,904 December 31, 2017 Maximum Collateral Credit Borrowings Lender Facility Size (1) Assets (2) Potential (3) Outstanding Available (3) Wells Fargo $ 2,000,000 $ 1,680,325 $ 1,289,135 $ 1,170,801 $ 118,334 MetLife 1,000,000 1,039,231 807,164 807,164 — Bank of America 750,000 765,049 573,542 573,542 — JP Morgan 500,000 579,218 443,496 319,755 123,741 Société Générale (5) 480,200 373,181 300,871 300,871 — Deutsche Bank 500,000 399,203 295,743 295,743 — Citibank (4) 800,125 455,433 354,354 240,881 113,473 Morgan Stanley (6) 675,650 591,168 456,344 216,044 240,300 Bank of America - Multi. JV (7) 200,000 106,950 85,560 85,560 — Goldman Sachs - Multi. JV (7) 250,000 75,225 57,888 57,888 — $ 7,155,975 $ 6,064,983 $ 4,664,097 $ 4,068,249 $ 595,848 (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, 2018, the Citibank facility was denominated in U.S. Dollars. As of December 31, 2017, the maximum facility size was composed of a $500.0 million facility denominated in U.S. Dollars plus a €250.0 million facility, which translated to $300.1 million as of such date. (5) As of March 31, 2018 and December 31, 2017, the Société Générale maximum facility size was composed of a €400.0 million facility size, which translated to $492.0 million and $480.2 million, respectively. (6) As of March 31, 2018 and December 31, 2017, the Morgan Stanley maximum facility size was composed of a £500.0 million facility size, which translated to $700.9 million and $675.7 million, respectively. (7) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture. The weighted-average outstanding balance of our credit facilities was $4.1 billion for the three months ended March 31, 2018. As of March 31, 2018, we had aggregate borrowings of $3.9 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.84% per annum, a weighted-average all-in term-out The weighted-average outstanding balance of our credit facilities was $4.4 billion for the three months ended December 31, 2017. As of December 31, 2017, we had aggregated borrowings of $4.1 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 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, 2018: 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, 2023 (4) Bank of America $ 50% Collateral marks only May 21, 2023 (5) Citibank $ / £ / € 25% Collateral marks only Term matched (3) Société Générale $ / £ / € 25% Collateral marks only Term matched (3) Deutsche Bank $ 27% Collateral marks only August 9, 2021 (5) JP Morgan $ / £ 50% Collateral marks only January 7, 2020 Morgan Stanley $ / £/ € 25% Collateral marks only March 3, 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 (7) Barclays $ 25% Collateral marks only March 29, 2023 (8) (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 (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. (7) Includes one one-year (8) Includes four one-year Currency Outstanding Potential (1) Index Rate (2) Advance (3) $ $ 3,592,644 $ 4,272,553 1-month USD LIBOR L+1.81% 78.8% € € 59,225 € 80,825 3-month EURIBOR L+2.25% 80.0% £ £ 132,771 £ 209,406 3-month GBP LIBOR L+2.23% 78.6% $ 3,851,609 $ 4,665,513 L+1.84% 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. The GE portfolio acquisition facility is non-revolving March 31, 2018 Asset-Specific Financings Count Principal (1) Book Value Wtd. Avg. (2) Guarantee (3) Wtd. Avg. (4) Collateral assets 13 $ 709,644 $ 711,057 5.91 % n/a Mar. 2021 Financing provided 13 $ 559,637 $ 558,670 L+1.69 % $ 250,000 Mar. 2021 December 31, 2017 Asset-Specific Financings Count Principal (1) Book Value Wtd. Avg. (2) Guarantee (3) Wtd. Avg. (4) Collateral assets 16 $ 906,707 $ 911,092 5.74 % n/a Jul. 2020 Financing provided 16 $ 703,423 $ 702,337 L+1.72 % $ 250,000 Jul. 2020 (1) As of March 31, 2018, this facility provided for $659.9 million of financing, of which $559.6 million was outstanding and an additional $100.3 million was available to finance future loan fundings in the GE portfolio. As of December 31, 2017, this facility provided for $816.3 million of financing, of which $703.4 million was outstanding and an additional $112.9 million was available to finance future loan fundings in the GE portfolio. (2) Includes fixed and floating rate loans and related liabilities which 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. (3) 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) $250.0 million. (4) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings are term-matched to the corresponding collateral loans. Asset-Specific Financings During the three months ended March 31, 2018, we entered into an €800.0 million asset-specific financing secured by a €1.0 billion senior loan. The following tables detail our asset-specific financings ($ in thousands): March 31, 2018 Asset-Specific Financings Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) Collateral assets 7 $ 2,075,003 $ 2,060,036 L+3.82 % n/a Jul. 2022 Financing provided (4) 7 $ 1,607,424 $ 1,600,256 L+1.76 % $ 1,229,828 Jul. 2022 (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 of $498.0 million under these asset specific financings are cross collateralized with related credit facilities with the same lenders. December 31, 2017 Asset-Specific Financings Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) Collateral assets 6 $ 682,259 $ 677,296 L+4.76 % n/a Dec. 2020 Financing provided (4) 6 $ 518,864 $ 517,088 L+2.50 % $ 162,475 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 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 of $394.8 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 $632.6 million for the three months ended March 31, 2018 and $517.7 million for the three months ended December 31, 2017. Revolving Credit Agreement We have entered into a $250.0 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 maturity date of the facility is April 4, 2020. During the three months ended March 31, 2018, we had no borrowings under the revolving credit agreement and we recorded interest expense of $532,000, including $260,000 of amortization of deferred fees and expenses. During the three months ended December 31, 2017, the weighted-average outstanding borrowings under the revolving credit agreement were $52.0 million and we recorded interest expense of $1.1 million, including $253,000 of amortization of deferred fees and expenses. As of December 31, 2017, 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 $2.2 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to March 31, 2018; (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, 2018 and December 31, 2017, we were in compliance with these covenants. |