Debt Obligations | Note 10 — Debt Obligations Credit Facilities and Repurchase Agreements Borrowings under our credit facilities and repurchase agreements are as follows ($ in thousands): March 31, 2020 December 31, 2019 Debt Collateral Debt Collateral Current Extended Carrying Carrying Wtd. Avg. Carrying Carrying Wtd. Avg. Maturity Maturity Note Rate Value (1) Value Note Rate Value (1) Value Note Rate Structured Business $500 million joint repurchase facility Mar. 2022 N/A L + 1.75 % to 3.50 % $ 300,476 $ 481,126 3.22 % $ 224,658 $ 339,378 4.06 % $400 million repurchase facility Dec. 2020 Mar. 2023 L + 1.95 % 214,647 289,961 2.98 % 218,418 291,292 3.76 % $200 million repurchase facility Feb. 2021 (2) L + 2.40 % 48,893 55,682 3.44 % 40,530 48,086 4.22 % $150 million credit facility (3) May 2020 May 2023 L + 1.75 % to 2.50 % 25,560 31,790 2.78 % 4,570 7,000 3.56 % $128.7 million loan specific credit facilities May 2020 to May 2022 June 2021 to Dec. 2021 L + 2.10 % to 2.50 % 128,370 184,212 3.35 % 128,274 184,116 4.13 % $100 million repurchase facility June 2020 June 2021 L + 1.75 % to 1.95 % 50,247 66,486 2.78 % 45,843 63,800 3.56 % $75 million credit facility June 2020 June 2023 L + 1.75 % — — — — — — $50 million credit facility April 2020 April 2022 L + 2.00 % — — — 14,933 17,650 3.81 % $50 million credit facility Oct. 2022 Oct. 2023 L + 2.50 % 15,202 22,817 3.54 % 12,191 16,499 4.32 % $50 million credit facility Sept. 2020 Sept. 2021 L + 2.50 % to 3.25 % 5,264 6,600 3.54 % 5,254 6,600 4.32 % $25 million credit facility June 2022 June 2023 L + 2.25 % 19,659 30,900 3.29 % 19,651 28,572 4.07 % $25 million working capital facility Aug. 2020 N/A L + 2.25 % 25,000 — 3.29 % — — — $2.8 million master security agreements Dec. 2022 N/A 2.97 % to 4.60 % 2,761 — 4.10 % 3,267 — 4.08 % Repurchase facilities - securities (4) N/A N/A L + 1.20 % to 2.75 % 219,655 — 3.10 % 217,105 — 3.90 % Structured Business total $ 1,055,734 $ 1,169,574 3.15 % $ 934,694 $ 1,002,993 3.94 % Agency Business $750 million ASAP agreement (5) N/A N/A L + 1.05 % $ 81,451 $ 81,451 2.04 % $ 148,725 $ 148,725 2.81 % $600 million joint repurchase facility Mar. 2021 Mar. 2022 L + 1.50 % to 2.00 % 497,692 655,716 2.56 % 299,824 300,446 3.26 % $300 million repurchase facility Oct. 2020 N/A L + 1.15 % 104,261 104,291 2.14 % 187,698 187,742 2.91 % $150 million credit facility Mar. 2021 N/A L + 1.15 % 71,474 71,667 2.14 % 89,657 89,673 2.91 % $150 million credit facility July 2020 N/A L + 1.15 % 35,861 35,912 2.14 % 17,690 17,792 2.91 % $100 million credit facility June 2020 N/A L + 1.15 % — — — — — — Agency Business total $ 790,739 $ 949,037 2.39 % $ 743,594 $ 744,378 3.03 % Consolidated total $ 1,846,473 $ 2,118,611 2.83 % $ 1,678,288 $ 1,747,371 3.54 % (1) The debt carrying value for the Structured Business at March 31, 2020 and December 31, 2019 was net of unamortized deferred finance costs of $3.9 million and $2.1 million, respectively. The debt carrying value for the Agency Business at March 31, 2020 and December 31, 2019 was net of unamortized deferred finance costs of $1.4 million and $0.2 million, respectively. (2) This repurchase facility includes six-month extension options into perpetuity. (3) In February 2020, the committed amount under the facility was temporarily increased $75.0 million to $150.0 million, which expires on May 29, 2020. (4) These repurchase facilities are subject to margin call provisions associated with changes in interest spreads. As of March 31, 2020 and December 31, 2019, these facilities were collateralized by our CLO bonds retained and consolidated by us with a principal balance of $275.7 million and $234.9 million, respectively, B Piece bonds held-to-maturity with a carrying value of $64.4 million and $68.7 million, respectively, and SFR bonds with a carrying value of $20.0 million at both March 31, 2020 and December 31, 2019. At March 31, 2020, we had posted $54.7 million of cash collateral related to margin calls, which was used to reduce the UPB of the facilities in April 2020. We further reduced this debt in April 2020 to approximately $40.0 million through a debt restructuring and the use of proceeds from our senior notes issued in April 2020. (5) The note rate under this agreement is subject to a LIBOR Floor of 35 basis points. Generally, our credit facilities and repurchase agreements have extension options that are at the discretion of the banking institutions in which we have long standing relationships with. These facilities typically renew annually and also include a "wind-down" feature. Joint Repurchase Facility. Structured Business At March 31, 2020 and December 31, 2019, the weighted average interest rate for the credit facilities and repurchase agreements of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 3.55% and 4.39%, respectively. The leverage on our loan and investment portfolio financed through our credit facilities and repurchase agreements, excluding the securities repurchase facilities, working capital facility and the master security agreements used to finance leasehold and capital expenditure improvements at our corporate office, was 69% and 71% at March 31, 2020 and December 31, 2019, respectively. In March 2020, we amended a $300.0 million repurchase agreement, increasing the committed amount to $400.0 million. Agency Business In March 2020, we amended our $500.0 million repurchase facility reducing the committed amount to $300.0 million. Collateralized Loan Obligations (“CLOs”) We account for CLO transactions on our consolidated balance sheet as financing facilities. Our CLOs are VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade tranches are treated as secured financings, and are non-recourse to us. Borrowings and the corresponding collateral under our CLOs are as follows ($ in thousands): Collateral (3) Debt Loans Cash Carrying Wtd. Avg. Carrying Restricted March 31, 2020 Face Value Value (1) Rate (2) UPB Value Cash (4) CLO XIII $ 668,000 $ 662,918 2.44 % $ 665,381 $ 662,287 $ 100,777 CLO XII 534,193 529,748 2.52 % 613,317 610,760 — CLO XI 533,000 528,981 2.47 % 640,272 637,633 2,208 CLO X 441,000 437,652 2.48 % 535,613 533,588 3,656 CLO IX 356,400 353,797 2.39 % 410,558 409,403 60,854 Total CLOs $ 2,532,593 $ 2,513,096 2.46 % $ 2,865,141 $ 2,853,671 $ 167,495 Collateral (3) Debt Loans Cash Carrying Wtd. Avg. Carrying Restricted December 31, 2019 Face Value Value (1) Rate (2) UPB Value Cash (4) CLO XII $ 534,193 $ 529,448 3.30 % $ 596,366 $ 593,652 $ 17,800 CLO XI 533,000 528,690 3.25 % 624,443 621,508 15,550 CLO X 441,000 437,391 3.26 % 509,887 507,854 37,287 CLO IX 356,400 353,473 3.17 % 407,696 406,463 47,230 CLO VIII 282,874 281,119 3.12 % 359,186 357,914 544 Total CLOs $ 2,147,467 $ 2,130,121 3.23 % $ 2,497,578 $ 2,487,391 $ 118,411 (1) Debt carrying value is net of $19.5 million and $17.3 million of deferred financing fees at March 31, 2020 and December 31, 2019, respectively. (2) At March 31, 2020 and December 31, 2019, the aggregate weighted average note rate for our CLOs, including certain fees and costs, was 2.87% and 3.63%, respectively. (3) As of March 31, 2020 and December 31, 2019, there was no collateral at risk of default or deemed to be a “credit risk” as defined by the CLO indenture. (4) Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Does not include restricted cash related to interest payments, delayed fundings and expenses totaling $89.1 million and $58.6 million at March 31, 2020 and December 31, 2019, respectively. CLO XIII. million, consisting primarily of bridge loans that were contributed from our existing loan portfolio. The financing has a three-year replacement period that allows the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $159.5 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date (a majority of which was subsequently utilized ) which will result in the issuer owning loan obligations with a face value of $800.0 million, representing leverage of 84 %. We retained a residual interest in the portfolio with a notional amount of $132.0 million, including the $70.0 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.41% plus one-month LIBOR and interest payments on the notes are payable monthly. CLO VIII. by CLO VIII, and expensed $1.5 million of deferred financing fees into loss on extinguishment of debt on the consolidated statements of operations. Luxembourg Debt Fund Our Luxembourg commercial real estate debt fund (“Debt Fund”) was a VIE for which we were the primary beneficiary and was consolidated in our financial statements. As previously planned, in April 2020 we completed the unwind of the Debt Fund and redeemed all the outstanding notes with a portion of the proceeds from our senior unsecured notes issued in March 2020 described below. Borrowings and the corresponding collateral under our Debt Fund were as follows ($ in thousands): Collateral (3) Debt Loans Cash Face Carrying Wtd. Avg. Carrying Restricted Period Value Value (1) Rate (2) UPB Value Cash (4) March 31, 2020 $ 70,000 $ 68,717 5.21 % $ 57,795 $ 57,586 $ 42,205 December 31, 2019 $ 70,000 $ 68,629 5.99 % $ 70,755 $ 68,629 $ 29,245 (1) Debt carrying value is net of $1.3 million and $1.4 million of deferred financing fees at March 31, 2020 and December 31, 2019, respectively. (2) At March 31, 2020 and December 31, 2019, the aggregate weighted average note rate, including certain fees and costs, was 6.52% and 7.17% , respectively. (3) At both March 31, 2020 and December 31, 2019, there was no collateral at risk of default or deemed to be a “credit risk.” (4) Represents restricted cash held for reinvestment. Excludes restricted cash related to interest payments, delayed fundings and expenses. Senior Unsecured Notes In March 2020, we issued $275.0 million aggregate principal amount of 4.50% senior unsecured notes due in March 2027 (the "4.50% Notes") in a private placement. We received proceeds of $271.8 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a significant portion of the net proceeds to repay secured indebtedness. The 4.50% Notes are unsecured and can be redeemed by us at any time prior to December 15, 2026, at a redemption price equal to 100% of the aggregate principal amount, plus a "make-whole" premium and accrued and unpaid interest. We have the right to redeem the 4.50% Notes on or after December 15, 2026, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. The interest is paid semiannually in March and September starting in September 2020. At March 31, 2020, the debt carrying value of the 4.50% Notes was $271.8 million, net of $3.2 million of deferred financing fees, and the weighted average note rate, including certain fees and costs, was 4.69%. In October 2019, we issued $110.0 million aggregate principal amount of 4.75% senior unsecured notes due in October 2024 (the "4.75% Notes") in a private placement. We received proceeds of $108.2 million from the issuances, after deducting the underwriting discount and other offering expenses. We used the net proceeds to make investments and for general corporate purposes. The 4.75% Notes are unsecured and can be redeemed by us at any time prior to October 15, 2024, at a redemption price equal to 100% of the aggregate principal amount, plus a "make-whole" premium and accrued and unpaid interest. We have the right to redeem the 4.75% Notes on or after October 15, 2024, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. The interest is paid semiannually in April and October starting in April 2020. At both March 31, 2020 and December 31, 2019, the debt carrying value of the 4.75% Notes was $108.4 million, net of $1.6 million of deferred financing fees, and the weighted average note rate, including certain fees and costs, was 5.23%. In March 2019, we issued $90.0 million aggregate principal amount of 5.75% senior unsecured notes due in April 2024 (the "5.75% Notes") in a private placement. We received proceeds of $88.2 million from the issuances, after deducting the underwriting discount and other offering expenses. We used the net proceeds to make investments and for general corporate purposes. The 5.75% Notes are unsecured and can be redeemed by us at any time prior to April 1, 2024, at a redemption price equal to 100% of the aggregate principal amount, plus a "make-whole" premium and accrued and unpaid interest. We have the right to redeem the 5.75% Notes on or after April 1, 2024, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. The interest is paid semiannually in April and October. At March 31, 2020 and December 31, 2019, the debt carrying value of the In March 2018, we issued $100.0 million aggregate principal amount of 5.625% senior unsecured notes due in May 2023 (the "Initial Notes") in a private placement, and, in May 2018, we issued an additional $25.0 million (the "Reopened Notes" and, together with the Initial Notes, the "5.625% Notes,") which brought the aggregate outstanding principal amount to $125.0 million. The Reopened Notes are fully fungible with, and rank equally in right of payment with the Initial Notes. We received total proceeds of $122.3 million from the issuances, after deducting the underwriting discount and other offering expenses. We used the net proceeds from the Initial Notes to fully redeem our Subsequent Event In April 2020, we issued $40.5 million aggregate principal amount of 8.00% senior unsecured notes due in 2023 in a private offering, generating net proceeds of $39.8 million. A significant portion of the net proceeds were used to repay secured indebtedness that financed our securities with margin call exposure. Convertible Senior Unsecured Notes In 2019, we issued $264.0 million in aggregate principal amount of 4.75% convertible senior notes (the “4.75% Convertible Notes”) through a private placement offering, which includes the exercised purchaser’s total over-allotment option of $34.0 million. The 4.75% Convertible Notes pay interest semiannually in arrears and are scheduled to mature in November 2022, unless earlier converted or repurchased by the holders pursuant to their terms. The initial conversion rate and the conversion rate at December 31, 2019 was 56.1695 shares of common stock per $1,000 of principal representing a conversion price of $17.80 per share of common stock. We received proceeds totaling $256.5 million, net of the underwriter’s discount and fees, which is being amortized through interest expense over the life of such notes. We used the net proceeds from the issuance primarily for the exchange of $228.7 million of our 5.25% convertible notes for a combination of $233.1 million in cash (which includes accrued interest) and 4,478,315 shares of our common stock. The remaining net proceeds were used for general corporate purposes. During 2019, we recorded a loss on extinguishment of debt of $7.3 million in connection with this exchange, which included an inducement charge of $1.1 million. As of March 31, 2020, the 4.75% Convertible Notes had conversion rates of 56.1695 shares, common stock per $1,000 of principal, which represented a conversion price of $17.80 per share of common stock. In 2018, we completed a similar exchange where we used the net proceeds from two separate private placements of our 5.25% convertible senior notes (the "5.25% Convertible Notes") to initially exchange portions of our 5.375% convertible senior notes (the "5.375% Convertible Notes") and 6.50% convertible senior notes (the "6.50% Convertible Notes"). At March 31, 2020, there were $0.5 million, $14.7 million and $0.2 million aggregate principal amount remaining of our 5.25% Convertible Notes issued on July 3, 2018, 5.25% Convertible Notes issued on July 20, 2018 and 5.375% Convertible Notes, respectively. The initial conversion rates of the 5.25% Convertible Notes issued on July 3, 2018, 5.25% Convertible Notes issued on July 20, 2018 and 5.375% Convertible Notes were 86.9943 shares, 77.8331 shares and 107.7122 shares, respectively, of common stock per $1,000 of principal, which represented a conversion price of $11.50 per share, $12.85 per share and Our convertible senior unsecured notes are not redeemable by us prior to their maturities and are convertible by the holder into, at our election, cash, shares of our common stock, or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rates are subject to adjustment upon the occurrence of certain specified events and the holders may require us to repurchase all, or any portion, of their notes for cash equal to 100% of the principal amount, plus accrued and unpaid interest, if we undergo a fundamental change specified in the agreements. We intend to settle the principal balance of our convertible debt in cash and have not assumed share settlement of the principal balance for purposes of computing earnings per share (“EPS”). At the time of issuance, there was no precedent or policy that would indicate that we would settle the principal in shares or the conversion spread in cash. Accounting guidance requires that convertible debt instruments with cash settlement features, including partial cash settlement, account for the liability component and equity component (conversion feature) of the instrument separately. The initial value of the liability component reflects the present value of the discounted cash flows using the nonconvertible debt borrowing rate at the time of the issuance. The debt discount represents the difference between the proceeds received from the issuance and the initial carrying value of the liability component, which is accreted back to the notes principal amount through interest expense over the term of the notes, which was 2.51 years and 2.67 years at March 31, 2020 and December 31, 2019, respectively, on a weighted average basis. The UPB, unamortized discount and net carrying amount of the liability and equity components of our convertible notes were as follows (in thousands): Liability Equity Component Component Unamortized Debt Unamortized Deferred Net Carrying Net Carrying Period UPB Discount Financing Fees Value Value March 31, 2020 $ 279,398 $ 8,045 $ 6,664 $ 264,689 $ 9,962 December 31, 2019 $ 300,914 $ 9,235 $ 7,527 $ 284,152 $ 9,962 During the three months ended March 31, 2020, we incurred interest expense on the notes totaling $5.2 million, of which $3.4 million, $0.9 million and $0.9 million related to the cash coupon, the debt discount and amortization of the deferred financing fees, respectively. During the three months ended March 31, 2019, we incurred total interest expense on the notes of $5.2 million, of which $3.5 million, $0.9 million and $0.8 million related to the cash coupon, the debt discount and amortization of the deferred financing fees, respectively. Including the amortization of the deferred financing fees and debt discount, our weighted average total cost of the notes was 6.75% and 6.80% at March 31, 2020 and December 31, 2019, respectively. Junior Subordinated Notes The carrying values of borrowings under our junior subordinated notes were $141.1 million and $140.9 million at March 31, 2020 and December 31, 2019, respectively, which is net of a deferred amount of $11.3 million and $11.4 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of Debt Covenants Credit Facilities, Repurchase Agreements and Unsecured Debt. CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for us to receive such payments. If we fail these covenants in any of our CLOs, all cash flows from the applicable CLO would be diverted to repay principal and interest on the outstanding CLO bonds and we would not receive any residual payments until that CLO regained compliance with such tests. Our CLOs were in compliance with all such covenants as of March 31, 2020, as well as on the most recent determination dates in April 2020. In the event of a breach of the CLO covenants that could not be cured in the near-term, we would be required to fund our non-CLO expenses, including employee costs, distributions required to maintain our REIT status, debt costs, and other expenses with (i) cash on hand, (ii) income from any CLO not in breach of a covenant test, (iii) income from real property and loan assets, (iv) sale of assets, or (v) accessing the equity or debt capital markets, if available. We have the right to cure covenant breaches which would resume normal residual payments to us by purchasing non-performing loans out of the CLOs. However, we may not have sufficient liquidity available to do so at such time. Our CLO compliance tests as of the most recent determination dates in April 2020 are as follows: Cash Flow Triggers CLO IX CLO X CLO XI CLO XII CLO XIII Overcollateralization (1) Current 134.68 % 126.98 % 121.95 % 118.87 % 119.76 % Limit 133.68 % 125.98 % 120.95 % 117.87 % 118.76 % Pass / Fail Pass Pass Pass Pass Pass Interest Coverage (2) Current 361.00 % 372.24 % 338.30 % 289.89 % 228.91 % Limit 120.00 % 120.00 % 120.00 % 120.00 % 120.00 % Pass / Fail Pass Pass Pass Pass Pass (1) The overcollateralization ratio divides the total principal balance of all collateral in the CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset’s principal balance for purposes of the overcollateralization test is the lesser of the asset’s market value or the principal balance of the defaulted asset multiplied by the asset’s recovery rate which is determined by the rating agencies. Rating downgrades of CLO collateral will generally not have a direct impact on the principal balance of a CLO asset for purposes of calculating the CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g. CCC-) as defined in each CLO vehicle. (2) The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us. Our CLO overcollateralization ratios as of the determination dates subsequent to each quarter are as follows: Determination (1) CLO IX CLO X CLO XI CLO XII CLO XIII April 2020 134.68 % 126.98 % 121.95 % 118.87 % 119.76 % January 2020 134.68 % 126.98 % 121.95 % 118.87 % — October 2019 134.68 % 126.98 % 121.95 % — — July 2019 134.68 % 126.98 % 121.95 % — — April 2019 134.69 % 126.98 % — — — (1) The table above represents the quarterly trend of our overcollateralization ratio, however, the CLO determination dates are monthly and we were in compliance with this test for all periods presented. The ratio will fluctuate based on the performance of the underlying assets, transfers of assets into the CLOs prior to the expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. No payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other. |