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 September 30, 2018 December 31, 2017 Credit facilities $ 4,850,911 $ 4,068,249 Asset-specific financings 1,499,286 518,864 GE portfolio acquisition facility 512,059 703,423 Revolving credit agreement — — Total secured debt agreements $ 6,862,256 $ 5,290,536 Deferred financing costs (1) (20,497 ) (16,681 ) Net book value of secured debt $ 6,841,759 $ 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 nine months ended September 30, 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): September 30, 2018 Maximum Credit Borrowings Collateral Lender Facility Size (1) Potential (2) Outstanding Available (2) Assets (3) Bank of America $ 1,000,000 $ 863,592 $ 863,592 $ — $ 1,091,860 Wells Fargo 2,000,000 1,160,678 850,687 309,991 1,577,251 MetLife 1,000,000 737,770 737,770 — 946,933 Barclays 1,000,000 617,360 617,360 — 771,700 Citibank (4) 750,000 576,369 480,129 96,240 730,723 JP Morgan 500,000 435,095 332,909 102,186 564,070 Morgan Stanley (5) 651,550 329,256 278,770 50,486 461,760 Deutsche Bank 500,000 277,247 277,247 — 380,986 Société Générale (6) 464,160 235,229 235,229 — 298,951 Goldman Sachs - Multi. JV (7) 250,000 117,498 117,498 — 148,099 Bank of America - Multi. JV (7) 200,000 59,720 59,720 — 74,650 $ 8,315,710 $ 5,409,814 $ 4,850,911 $ 558,903 $ 7,046,983 December 31, 2017 Maximum Credit Borrowings Collateral Lender Facility Size (1) Potential (2) Outstanding Available (2) Assets (3) Wells Fargo $ 2,000,000 $ 1,289,135 $ 1,170,801 $ 118,334 $ 1,680,325 MetLife 1,000,000 807,164 807,164 — 1,039,231 Bank of America 750,000 573,542 573,542 — 765,049 JP Morgan 500,000 443,496 319,755 123,741 579,218 Société Générale (6) 480,200 300,871 300,871 — 373,181 Deutsche Bank 500,000 295,743 295,743 — 399,203 Citibank (4) 800,125 354,354 240,881 113,473 455,433 Morgan Stanley (5) 675,650 456,344 216,044 240,300 591,168 Bank of America - Multi. JV (7) 200,000 85,560 85,560 — 106,950 Goldman Sachs - Multi. JV (7) 250,000 57,888 57,888 — 75,225 $ 7,155,975 $ 4,664,097 $ 4,068,249 $ 595,848 $ 6,064,983 (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) 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. (3) Represents the principal balance of the collateral assets. (4) As of September 30, 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 September 30, 2018 and December 31, 2017, the Morgan Stanley maximum facility size was £500.0 million, which translated to $651.6 million and $675.7 million, respectively. (6) As of September 30, 2018 and December 31, 2017, the Société Générale maximum facility size was €400.0 million, which translated to $464.2 million and $480.2 million, respectively. (7) 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 $4.4 billion for the nine months ended September 30, 2018. As of September 30, 2018, we had aggregate borrowings of $4.9 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.77% per annum, a weighted-average all-in term-out The weighted-average outstanding balance of our credit facilities was $4.2 billion for the nine 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 September 30, 2018: Lender Currency Guarantee (1) Margin Call (2) Term/Maturity Morgan Stanley $ / £ / € 25% Collateral marks only March 3, 2020 Goldman Sachs - Multi. JV (3) $ 25% Collateral marks only July 12, 2020 (4) JP Morgan $ / £ 50% Collateral marks only January 7, 2021 Bank of America - Multi. JV (3) $ 43% Collateral marks only July 19, 2021 (5) Deutsche Bank $ 32% Collateral marks only August 9, 2021 (6) Barclays $ 25% Collateral marks only March 29, 2023 (7) MetLife $ 50% Collateral marks only April 22, 2023 (8) Bank of America $ 50% Collateral marks only May 21, 2023 (9) Citibank $ / £ / € 25% Collateral marks only Term matched (10) Société Générale $ / £ / € 25% Collateral marks only Term matched (10) Wells Fargo $ 25% Collateral marks only Term matched (10) (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 facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. (4) Includes a one-year (5) Includes two one-year (6) Includes two one-year (7) Includes four one-year (8) Includes four one-year (9) Includes two one-year (10) 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. Currency Potential Outstanding Borrowings (1) Floating Rate Index Spread (2) Advance Rate (3) $ $ 5,024,025 $ 4,551,603 1-month 1.75% 79.2% € € 54,869 € 12,100 3-month 2.28% 80.0% £ £ 247,194 £ 218,914 3-month 1.97% 79.0% $ 5,409,815 $ 4,850,911 1.77% 79.2% (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 spread over the applicable floating rate index, based on borrowings outstanding. (3) Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged. Asset-Specific Financings During the nine months ended September 30, 2018, we entered into an €800.0 million asset-specific September 30, 2018 Asset-Specific Financings Count Principal Book Value Wtd. Avg. (1) Guarantee (2) Wtd. Avg. (3) Collateral assets 5 $ 1,905,475 $ 1,895,094 L+3.61 % n/a Sep. 2022 Financing provided (4) 5 $ 1,499,286 $ 1,492,614 L+1.77 % $ 1,178,874 Sep. 2022 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 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) As of September 30, 2018 and December 31, 2017, borrowings of $517.8 million and $394.8 million, respectively, 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 $1.3 billion for the nine months ended September 30, 2018 and $522.5 million for the nine months ended December 31, 2017. 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 September 30, 2018 GE Portfolio Acquisition Facility Count Principal (1) Book Value Wtd. Avg. (2) Guarantee (3) Wtd. Avg. (4) Collateral assets 11 $ 662,464 $ 664,189 5.92 % n/a May 2021 Financing provided 11 $ 512,059 $ 511,346 L+1.77 % $ 250,000 May 2021 December 31, 2017 GE Portfolio Acquisition Facility 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 September 30, 2018, this facility provided for $608.7 million of financing, of which $512.1 million was outstanding and an additional $96.6 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) 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. Revolving Credit Agreement We have 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 nine months ended September 30, 2018, the weighted-average outstanding borrowings under the revolving credit agreement was $37.8 million and we recorded interest expense of $2.6 million, including $825,000 of amortization of deferred fees and expenses. As of September 30, 2018, we had no outstanding borrowings under the agreement. During the nine months ended December 31, 2017, the weighted-average outstanding borrowings under the revolving credit agreement was $40.7 million and we recorded interest expense of $2.6 million, including $703,000 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 $2.4 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to September 30, 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 September 30, 2018 and December 31, 2017, we were in compliance with these covenants. |