Debt Obligations | Note 9 — Debt Obligations Credit and Repurchase Facilities Borrowings under our credit and repurchase facilities are as follows ($ in thousands): March 31, 2023 December 31, 2022 Note Debt Collateral Debt Collateral Current Extended Rate Carrying Carrying Wtd. Avg. Carrying Carrying Maturity Maturity Type Value (1) Value Note Rate Value (1) Value Structured Business $2.5B joint repurchase facility (2) Mar. 2024 Mar. 2025 V $ 1,336,305 $ 1,876,423 7.26 % $ 1,516,657 $ 2,099,447 $1B repurchase facility (2) Dec. 2023 N/A V 391,056 559,341 6.97 % 498,666 703,740 $500M repurchase facility (3) N/A V 198,152 240,799 7.89 % 154,653 188,563 $499M repurchase facility (2)(4) Oct. 2023 N/A V 339,819 487,321 7.22 % 351,056 504,506 $450M repurchase facility Mar. 2024 Mar. 2026 V 319,106 419,485 7.03 % 344,237 450,736 $450M repurchase facility Oct. 2023 Oct. 2024 V 102,470 131,924 6.57 % 186,639 239,678 $400M credit facility July 2023 N/A V 33,232 43,383 6.83 % 33,221 43,238 $225M credit facility Oct. 2023 Oct. 2024 V 64,877 116,288 7.52 % 47,398 81,119 $200M repurchase facility Mar. 2024 Mar. 2025 V 45,769 65,401 7.52 % 32,494 47,750 $200M repurchase facility Jan. 2024 Jan. 2025 V 147,948 187,508 6.92 % 154,516 200,099 $169M loan specific credit facilities May 2023 to Aug. 2025 May 2023 to Aug. 2027 V/F 169,111 238,458 6.97 % 156,107 225,805 $50M credit facility Apr. 2024 Apr. 2025 V 29,199 36,500 7.07 % 29,194 36,500 $35M working capital facility Apr. 2024 N/A V — — — — — $25M credit facility Oct. 2024 N/A V 18,747 24,475 7.57 % 18,701 24,572 $25M credit facility Apr. 2026 Apr. 2027 V — — — — — Repurchase facility - securities (2)(5) N/A N/A V 33,100 — 6.59 % 12,832 — Structured Business total $ 3,228,891 $ 4,427,306 7.18 % $ 3,536,371 $ 4,845,753 Agency Business $750M ASAP agreement N/A N/A V $ 82,581 $ 82,679 5.78 % $ 29,476 $ 30,291 $500M joint repurchase facility (2) Mar. 2024 Mar. 2025 V 8,047 11,350 7.03 % 104,629 135,641 $500M repurchase facility Nov. 2023 N/A V 112,978 125,336 6.18 % 66,778 66,866 $200M credit facility Mar. 2024 N/A V 167,480 167,681 6.27 % 31,475 33,177 $150M credit facility July 2023 N/A V 50,365 50,408 6.33 % 57,887 57,974 $50M credit facility Sept. 2023 N/A V — — — 14,664 14,671 $1M repurchase facility (2)(4) Oct. 2023 N/A V 534 907 7.18 % 534 920 Agency Business total $ 421,985 $ 438,361 6.17 % $ 305,443 $ 339,540 Consolidated total $ 3,650,876 $ 4,865,667 7.06 % $ 3,841,814 $ 5,185,293 V = ; F = Fixed Note Rate (1) At March 31, 2023 and December 31, 2022, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $11.1 million and $13.3 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.8 million and $0.9 million, respectively. (2) These facilities are subject to margin call provisions associated with changes in interest spreads. (3) The commitment amount under this repurchase facility expires six months after the lender provides written notice. We then have an additional six months to repurchase the underlying loans. (4) A portion of this facility was used to finance a fixed rate SFR permanent loan reported through our Agency Business. (5) At March 31, 2023 , this facility was collateralized by certificates retained by us from our Freddie Mac Q Series securitization (“Q Series securitization”) with a principal balance of $47.4 million. At December 31, 2022, this facility was collateralized by B Piece bonds with a carrying value of $33.1 million. During 2022 and 2023, several of our credit and repurchase facilities, in both our Structured Business and Agency Business, converted from a LIBOR-based interest rate to a SOFR-based interest rate for new financings. Existing financings generally remain at a LIBOR-based interest rate. Structured Business At March 31, 2023 and December 31, 2022, the weighted average interest rate for the credit and repurchase facilities of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 7.57% and 6.95%, respectively. The leverage on our loan and investment portfolio financed through our credit and repurchase facilities, excluding the securities repurchase facility and the working capital facility, was 72% and 73% at March 31, 2023 and December 31, 2022, respectively. In March 2023, we amended a $450.0 million repurchase facility to exercise a one-year extension option to March 2024 and amend the interest rate to a minimum of SOFR plus 2.00%. Agency Business In March 2023, we amended a $200.0 million credit facility to extend the maturity to March 2024 and amend the interest rate to SOFR plus 1.40%. Securitized Debt We account for securitized debt transactions on our consolidated balance sheet as financing facilities. These transactions are considered VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade notes and guaranteed certificates issued to third parties are treated as secured financings and are non-recourse to us. Borrowings and the corresponding collateral under our securitized debt transactions are as follows ($ in thousands): Debt Collateral (3) Loans Cash Carrying Wtd. Avg. Carrying Restricted March 31, 2023 Face Value Value (1) Rate (2) UPB Value Cash (4) CLO 19 $ 872,812 $ 867,037 7.33 % $ 985,430 $ 980,805 $ 34,882 CLO 18 1,652,812 1,646,248 6.77 % 1,970,977 1,963,706 — CLO 17 1,714,125 1,708,200 6.63 % 1,939,977 1,933,198 129,142 CLO 16 1,237,500 1,232,352 6.26 % 1,411,145 1,405,680 55,931 CLO 15 674,412 671,983 6.32 % 607,100 604,704 186,520 CLO 14 655,475 653,034 6.27 % 673,732 671,839 73,802 CLO 13 294,477 293,022 6.76 % 400,617 399,695 24,175 CLO 12 203,027 202,375 6.93 % 257,714 256,655 27,900 Total CLOs 7,304,640 7,274,251 6.63 % 8,246,692 8,216,282 532,352 Q Series securitization 236,878 234,221 6.87 % 315,837 314,166 — Total securitized debt $ 7,541,518 $ 7,508,472 6.64 % $ 8,562,529 $ 8,530,448 $ 532,352 December 31, 2022 CLO 19 $ 872,812 $ 866,605 6.75 % $ 952,268 $ 947,336 $ 64,300 CLO 18 1,652,812 1,645,711 6.19 % 1,899,174 1,891,215 85,970 CLO 17 1,714,125 1,707,676 6.16 % 1,911,866 1,904,732 145,726 CLO 16 1,237,500 1,231,887 5.79 % 1,307,244 1,301,794 106,495 CLO 15 674,412 671,532 5.84 % 797,755 795,078 2,861 CLO 14 655,475 652,617 5.80 % 732,247 730,057 37,090 CLO 13 462,769 461,005 6.03 % 552,182 550,924 37,875 CLO 12 379,283 378,331 6.09 % 466,474 465,003 500 Total CLOs 7,649,188 7,615,364 6.10 % 8,619,210 8,586,139 480,817 Q Series securitization 236,878 233,906 6.30 % 315,837 313,965 — Total securitized debt $ 7,886,066 $ 7,849,270 6.11 % $ 8,935,047 $ 8,900,104 $ 480,817 (1) Debt carrying value is net of $33.0 million and $36.8 million of deferred financing fees at March 31, 2023 and December 31, 2022, respectively. (2) At March 31, 2023 and December 31, 2022, the aggregate weighted average note rate for our collateralized loan obligations (“CLOs”), including certain fees and costs, was 6.86% and 6.32% , respectively. (3) At March 31, 2023, five loans with an aggregate UPB of $121.4 million were deemed a "credit risk" as defined by the CLO indentures. At December 31, 2022, there were no collateral deemed a “credit risk” as defined by the CLO indentures. Credit risk assets are generally defined as one that, in the CLO collateral manager's reasonable business judgment, has a significant risk of becoming a defaulted asset. (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 $167.5 million and $230.0 million at March 31, 2023 and December 31, 2022, respectively. CLO 13 and CLO 12. Senior Unsecured Notes A summary of our senior unsecured notes is as follows (in thousands): Senior March 31, 2023 December 31, 2022 Unsecured Issuance Carrying Wtd. Avg. Carrying Wtd. Avg. Notes Date Maturity UPB Value (1) Rate (2) UPB Value (1) Rate (2) 7.75% Notes (3) Mar. 2023 Mar. 2026 $ 95,000 $ 93,518 7.75 % $ — $ — — 8.50% Notes (3) Oct. 2022 Oct. 2027 150,000 147,647 8.50 % 150,000 147,519 8.50 % 5.00% Notes (3) Dec. 2021 Dec. 2028 180,000 177,557 5.00 % 180,000 177,450 5.00 % 4.50% Notes (3) Aug. 2021 Sept. 2026 270,000 267,136 4.50 % 270,000 266,926 4.50 % 5.00% Notes (3) Apr. 2021 Apr. 2026 175,000 173,073 5.00 % 175,000 172,917 5.00 % 8.00% Notes (3) Apr. 2020 Apr. 2023 — — — 70,750 70,613 8.00 % 4.50% Notes (3) Mar. 2020 Mar. 2027 275,000 273,081 4.50 % 275,000 272,960 4.50 % 4.75% Notes (4) Oct. 2019 Oct. 2024 110,000 109,457 4.75 % 110,000 109,369 4.75 % 5.75% Notes (4) Mar. 2019 Apr. 2024 90,000 89,611 5.75 % 90,000 89,514 5.75 % 5.625% Notes (4) Mar. 2018 May 2023 78,850 78,819 5.63 % 78,850 78,726 5.63 % $ 1,423,850 $ 1,409,899 5.42 % $ 1,399,600 $ 1,385,994 5.40 % (1) At March 31, 2023 and December 31, 2022, the carrying value is net of deferred financing fees of $14.0 million and $13.6 million, respectively. (2) At March 31, 2023 and December 31, 2022, the aggregate weighted average note rate, including certain fees and costs, was 5.72 % and 5.69% , respectively. (3) These notes can be redeemed by us prior to three months before the maturity date, 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 notes within three months prior to the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. (4) These notes can be redeemed by us at any time prior to the maturity date, 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 notes on the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. In March 2023, we issued $95.0 million aggregate principal amount of 7.75% senior unsecured notes due in 2026 in a private offering. We received net proceeds of $93.4 million from the issuance, after deducting the placement agent commission and other offering expenses. We used $70.8 million of the proceeds, which includes accrued interest and other fees, to repurchase the remaining portion of our 8.00% senior unsecured notes due in 2023. Subsequent Event. Convertible Senior Unsecured Notes 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. The UPB and net carrying value of our convertible notes are as follows (in thousands): Unamortized Deferred Net Carrying Period UPB Financing Fees Value March 31, 2023 $ 287,500 $ 6,454 $ 281,046 December 31, 2022 $ 287,500 $ 7,144 $ 280,356 During the three months ended March 31, 2023, we incurred interest expense on the notes totaling $6.1 million, of which $5.4 million and $0.7 million related to the cash coupon and deferred financing fees, respectively. During the three months ended March 31, 2022, we incurred interest expense on the notes totaling $3.8 million, of which $3.1 million and $0.7 million related to the cash coupon and deferred financing fees, respectively. Including the amortization of the deferred financing fees, our weighted average total cost of the notes was 8.42% at both March 31, 2023 and December 31, 2022. At March 31, 2023, the 7.50% convertible senior notes had a conversion rate of 59.9317 shares of common stock per $1,000 of principal, which represented a conversion price of $16.69 per share of common stock. Junior Subordinated Notes The carrying values of borrowings under our junior subordinated notes were $143.3 million and $143.1 million at March 31, 2023 and December 31, 2022, respectively, which is net of a deferred amount of $9.5 million and $9.6 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $1.6 million at both March 31, 2023 and December 31, 2022. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a floating rate based on LIBOR. The weighted average note rate was 8.08% and 7.65% at March 31, 2023 and December 31, 2022, respectively. Including certain fees and costs, the weighted average note rate was 8.16% and 7.74% at March 31, 2023 and December 31, 2022, respectively. Debt Covenants Credit and Repurchase Facilities and Unsecured Debt. CLOs. Our CLO compliance tests as of the most recent determination dates in April 2023 are as follows: Cash Flow Triggers CLO 12 CLO 13 CLO 14 CLO 15 CLO 16 CLO 17 CLO 18 CLO 19 Overcollateralization (1) Current 149.65 % 144.83 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % 120.30 % Limit 117.87 % 118.76 % 118.76 % 119.85 % 120.21 % 121.51 % 123.03 % 119.30 % Pass / Fail Pass Pass Pass Pass Pass Pass Pass Pass Interest Coverage (2) Current 181.78 % 157.94 % 181.82 % 169.24 % 159.94 % 145.12 % 150.89 % 124.34 % Limit 120.00 % 120.00 % 120.00 % 120.00 % 120.00 % 120.00 % 120.00 % 120.00 % Pass / Fail Pass Pass Pass 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 12 CLO 13 CLO 14 CLO 15 CLO 16 CLO 17 CLO 18 CLO 19 April 2023 149.65 % 144.83 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % 120.30 % January 2023 126.58 % 128.52 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % 120.30 % October 2022 118.87 % 119.76 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % 120.30 % July 2022 118.87 % 119.76 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % 120.30 % April 2022 118.87 % 119.76 % 119.76 % 120.85 % 121.21 % 122.51 % 124.03 % — (1) This table 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. |