BORROWINGS | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
BORROWINGS | ' |
BORROWINGS |
The Company historically has financed the acquisition of its investments, including investment securities, loan and lease receivables, through the use of secured and unsecured borrowings in the form of CDOs, securitized notes, repurchase agreements, secured term facilities, warehouse facilities and trust preferred securities issuances. Certain information with respect to the Company’s borrowings at March 31, 2014 and December 31, 2013 is summarized in the following table (in thousands, except percentages): |
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| Outstanding Borrowings | | Unamortized | | Principal | | Weighted Average | | Weighted Average | | Value of | | Date | | |
Issuance Costs | Outstanding | Borrowing Rate | Remaining | Collateral | Securitization Closed | | |
and Discounts | | | Maturity | | | | |
31-Mar-14 | | | | | | | | | | | | | | | |
RREF CDO 2006-1 Senior Notes | $ | 100,184 | | | $ | 129 | | | $ | 100,313 | | | 1.86% | | 32.4 years | | $ | 169,809 | | | Aug-06 | | |
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RREF CDO 2007-1 Senior Notes | 147,866 | | | 509 | | | 148,375 | | | 0.91% | | 32.5 years | | 297,703 | | | Jun-07 | | |
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RCC CRE Notes 2013 | 256,866 | | | 3,974 | | | 260,840 | | | 2.02% | | 14.7 years | | 303,410 | | | Dec-13 | | |
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Apidos CDO I Senior Notes | 73,815 | | | — | | | 73,815 | | | 1.66% | | 3.3 years | | 88,532 | | | Aug-05 | | |
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Apidos CDO III Senior Notes | 112,511 | | | 40 | | | 112,551 | | | 0.94% | | 6.5 years | | 124,677 | | | May-06 | | |
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Apidos Cinco CDO Senior Notes | 319,797 | | | 703 | | | 320,500 | | | 0.74% | | 6.1 years | | 345,029 | | | May-07 | | |
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Whitney CLO I Senior Notes (1) | 133 | | | — | | | 133 | | | —% | | N/A | | 157 | | | N/A | | |
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Moselle CLO S.A. Senior Notes | 167,181 | | | — | | | 167,181 | | | 0.95% | | 5.8 years | | 202,247 | | | Oct-05 | | |
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Moselle CLO S.A. Securitized Borrowings | 5,116 | | | — | | | 5,116 | | | —% | | N/A | | — | | | N/A | | |
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Unsecured Junior Subordinated Debentures (2) | 51,054 | | | 494 | | | 51,548 | | | 4.18% | | 22.6 years | | — | | | May/Sept 2006 | | |
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6.0% Convertible Senior Notes | 107,130 | | | 7,870 | | | 115,000 | | | 6.00% | | 4.7 years | | — | | | Oct-13 | | |
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CRE - Term Repurchase Facilities (3) | 99,726 | | | 743 | | | 100,469 | | | 2.63% | | 18 days | | 153,895 | | | N/A | | |
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CMBS - Term Repurchase Facility (4) | 36,819 | | | — | | | 36,819 | | | 1.37% | | 18 days | | 44,386 | | | N/A | | |
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Residential Mortgage Financing Agreements | 14,686 | | | — | | | 14,686 | | | 4.23% | | 147 days | | 16,728 | | | N/A | | |
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CMBS - Short Term Repurchase Agreements | 9,205 | | | — | | | 9,205 | | | 1.40% | | 24 days | | 13,246 | | | N/A | | |
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Total | $ | 1,502,089 | | | $ | 14,462 | | | $ | 1,516,551 | | | 1.83% | | 10.9 years | | $ | 1,759,819 | | | | | |
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| Outstanding Borrowings | | Unamortized | | Principal | | Weighted Average | | Weighted Average | | Value of | | Date | | |
Issuance Costs | Outstanding | Borrowing Rate | Remaining | Collateral | Securitization Closed | | |
and Discounts | | | Maturity | | | | |
31-Dec-13 | | | | | | | | | | | | | | | | |
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RREF CDO 2006-1 Senior Notes | $ | 94,004 | | | $ | 205 | | | $ | 94,209 | | | 1.87% | | 32.6 years | | $ | 169,115 | | | Aug-06 | | |
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RREF CDO 2007-1 Senior Notes | 177,837 | | | 719 | | | 178,556 | | | 0.84% | | 32.8 years | | 318,933 | | | Jun-07 | | |
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RCC CRE Notes 2013 | 256,571 | | | 4,269 | | | 260,840 | | | 2.03% | | 15.0 years | | 305,586 | | | Dec-13 | | |
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Apidos CDO I Senior Notes | 87,131 | | | — | | | 87,131 | | | 1.68% | | 3.6 years | | 103,736 | | | Aug-05 | | |
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Apidos CDO III Senior Notes | 133,209 | | | 117 | | | 133,326 | | | 0.88% | | 6.7 years | | 145,930 | | | May-06 | | |
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Apidos Cinco CDO Senior Notes | 321,147 | | | 853 | | | 322,000 | | | 0.74% | | 6.4 years | | 342,796 | | | May-07 | | |
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Whitney CLO I Securitized Borrowings (1) | 440 | | | — | | | 440 | | | —% | | N/A | | 885 | | | N/A | | |
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Unsecured Junior | 51,005 | | | 543 | | | 51,548 | | | 4.19% | | 22.8 years | | — | | | May/Sept 2006 | | |
Subordinated Debentures (2) | | |
6.0% Convertible Senior Notes | 106,535 | | | 8,465 | | | 115,000 | | | 6.00% | | 4.9 years | | — | | | Oct-13 | | |
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CRE - Term Repurchase Facilities (3) | 29,703 | | | 1,033 | | | 30,736 | | | 2.67% | | 21 days | | 48,186 | | | N/A | | |
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CMBS - Term Repurchase Facility (4) | 47,601 | | | 12 | | | 47,613 | | | 1.38% | | 21 days | | 56,949 | | | N/A | | |
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Residential Mortgage Financing | 14,627 | | | — | | | 14,627 | | | 4.24% | | 216 days | | 16,487 | | | N/A | | |
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Total | $ | 1,319,810 | | | $ | 16,216 | | | $ | 1,336,026 | | | 1.87% | | 13.1 years | | $ | 1,508,603 | | | | | |
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-1 | The securitized borrowings are collateralized by the same assets as the Apidos CLO VIII Senior Notes and the Whitney CLO I Securitized Borrowings, respectively. | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Amount represents junior subordinated debentures issued to RCT I and RCT II in May 2006 and September 2006, respectively. | | | | | | | | | | | | | | | | | | | | | | |
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-3 | Amount also includes accrued interest costs of $98,000 and $26,000 related to CRE repurchase facilities as of March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | |
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-4 | Amounts also includes accrued interest costs of $18,000 and $22,000 related to CMBS repurchase facilities as of March 31, 2014 and December 31, 2013, respectively. Amount does not reflect CMBS repurchase agreement borrowings that components of linked transactions. | | | | | | | | | | | | | | | | | | | | | | |
Securitizations |
RCC CRE Notes 2013 |
In December 2013, the Company closed RCC CRE Notes 2013 ("RCC CRE Notes 2013"), a $307.8 million CRE securitization transaction that provided financing for transitional commercial real estate loans. The investments held by RCC CRE Notes 2013 securitized the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. RCC CRE Notes 2013 issued a total of $260.8 million of senior notes at par to unrelated investors. RCC Real Estate purchased 100% of the Class D senior notes (rated BBB:DBRS), Class E senior notes (rated BB:DBRS) and Class F senior notes (rated B:DBRS) for $30.0 million. In addition, RCC CRE Notes 2013 Investor, LLC, a subsidiary of RCC Real Estate, purchased a $16.9 million equity interest representing 100% of the outstanding preference shares. The senior notes purchased by RCC Real Estate are subordinated in right of payment to all other senior notes issued by RCC CRE Notes 2013 but are senior in right of payment to the preference shares. The equity interest is subordinated in right of payment to all other securities issued by RCC CRE Notes 2013. There is no reinvestment period for RCC CRE Notes 2013, which will result in the sequential pay down of notes as underlying collateral matures and pays down. As of March 31, 2014, none of the notes have been paid down. |
At closing, the senior notes issued to investors by RCC CRE Notes 2013 consisted of the following classes: (i) $136.9 million of Class A notes bearing interest at one-month LIBOR plus 1.30%; (ii) $78.5 million of Class A-S notes bearing interest at one-month LIBOR plus 2.15%; (iii) $30.8 million of Class B notes bearing interest at one-month LIBOR plus 2.85%; (iv) $14.6 million of Class C notes bearing interest at one-month LIBOR plus 3.50%; (v) $13.8 million of Class D notes bearing interest at one-month LIBOR plus 4.50%; (vi) $9.2 million of Class E notes bearing interest at one-month LIBOR plus 5.50%; (vii) and $6.9 million of Class F notes bearing interest at one-month LIBOR plus 6.50%. All of the notes issued mature in December 2028, although the Company has the right to call the notes anytime after January 2016 until maturity. The weighted average interest rate on all notes issued to outside investors was 2.02% at March 31, 2014. |
As a result of the Company’s ownership of senior notes, the notes retained at the CRE securitization's closing eliminate in consolidation. |
Resource Real Estate Funding CDO 2007-1 |
In June 2007, the Company closed RREF CDO 2007-1, a $500.0 million CDO transaction that provided financing for commercial real estate loans and commercial mortgage-backed securities. The investments held by RREF CDO 2007-1 collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. RREF CDO 2007-1 issued a total of $265.6 million of senior notes at par to unrelated investors. RCC Real Estate purchased 100% of the Class H senior notes (rated BBB+:Fitch), Class K senior notes (rated BBB-:Fitch), Class L senior notes (rated BB:Fitch) and Class M senior notes (rated B: Fitch) for $68.0 million. In addition, Resource Real Estate Funding 2007-1 CDO Investor, LLC, a subsidiary of RCC Real Estate, purchased a $41.3 million equity interest representing 100% of the outstanding preference shares. The senior notes purchased by RCC Real Estate are subordinated in right of payment to all other senior notes issued by RREF CDO 2007-1 but are senior in right of payment to the preference shares. The equity interest is subordinated in right of payment to all other securities issued by RREF CDO 2007-1. The reinvestment period for RREF 2007-1 ended in June 2012, which results in the sequential pay down of notes as underlying collateral matures and pays down. As of March 31, 2014, $93.6 million of Class A-1 notes have been paid down and $50.0 million of the Class A-1R notes have been paid down. |
At closing, the senior notes issued to investors by RREF CDO 2007-1 consisted of the following classes: (i) $180.0 million of Class A-1 notes bearing interest at one-month LIBOR plus 0.28%; (ii) $50.0 million of unissued Class A-1R notes, which allowed the CDO to fund future funding obligations under the existing whole loan participations that had future funding commitments; the undrawn balance of the Class A-1R notes accrued a commitment fee at a rate per annum equal to 0.18%, the drawn balance bore interest at one-month LIBOR plus 0.32%; (iii) $57.5 million of Class A-2 notes bearing interest at one-month LIBOR plus 0.46%; (iv) $22.5 million of Class B notes bearing interest at one-month LIBOR plus 0.80%; (v) $7.0 million of Class C notes bearing interest at a fixed rate of 6.423%; (vi) $26.8 million of Class D notes bearing interest at one-month LIBOR plus 0.95%; (vii) $11.9 million of Class E notes bearing interest at one-month LIBOR plus 1.15%; (viii) $11.9 million of Class F notes bearing interest at one-month LIBOR plus 1.30%; (ix) $11.3 million of Class G notes bearing interest at one-month LIBOR plus 1.55%; (x) $11.3 million of Class H notes bearing interest at one-month LIBOR plus 2.30%; (xi) $11.3 million of Class J notes bearing interest at one-month LIBOR plus 2.95%; (xii) $10.0 million of Class K notes bearing interest at one-month LIBOR plus 3.25%; (xiii) $18.8 million of Class L notes bearing interest at a fixed rate of 7.50% and (xiv) $28.8 million of Class M notes bearing interest at a fixed rate of 8.50%. All of the notes issued mature in September 2046, although the Company has the right to call the notes anytime after July 2017 until maturity. The weighted average interest rate on all notes issued to outside investors and net of repurchased notes was 0.91% and 0.84% at March 31, 2014 and December 31, 2013, respectively. |
During the three months ended March 31, 2014 and the year ended December 31, 2013, the Company did not repurchase any notes. |
As a result of the Company’s ownership of senior notes, both the notes repurchased subsequent to closing and those retained at the CDO’s closing eliminate in consolidation. |
Resource Real Estate Funding CDO 2006-1 |
In August 2006, the Company closed RREF CDO 2006-1, a $345.0 million CDO transaction that provided financing for commercial real estate loans. The investments held by RREF CDO 2006-1 collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. RREF CDO 2006-1 issued a total of $308.7 million of senior notes at par to investors of which RCC Real Estate purchased 100% of the Class J senior notes (rated BB: Fitch) and Class K senior notes (rated B:Fitch) for $43.1 million. In addition, Resource Real Estate Funding 2006-1 CDO Investor, LLC, a subsidiary of RCC Real Estate, purchased a $36.3 million equity interest representing 100% of the outstanding preference shares. The senior notes purchased by RCC Real Estate are subordinated in right of payment to all other senior notes issued by RREF CDO 2006-1 but are senior in right of payment to the preference shares. The equity interest is subordinated in right of payment to all other securities issued by RREF CDO 2006-1. The reinvestment period for RREF 2006-1 ended in September 2011 which results in the sequential pay down of notes as underlying collateral matures and pays down. As of March 31, 2014, $110.7 million of Class A-1 notes have been paid down. |
At closing, the senior notes issued to investors by RREF CDO 2006-1 consisted of the following classes: (i) $129.4 million of Class A-1 notes bearing interest at one-month LIBOR plus 0.32%; (ii) $17.4 million of Class A-2 notes bearing interest at one-month LIBOR plus 0.35%; (iii) $5.0 million of Class A-2 notes bearing interest at a fixed rate of 5.842%; (iv) $6.9 million of Class B notes bearing interest at one-month LIBOR plus 0.40%; (v) $20.7 million of Class C notes bearing interest at one-month LIBOR plus 0.62%; (vi) $15.5 million of Class D notes bearing interest at one-month LIBOR plus 0.80%; (vii) $20.7 million of Class E notes bearing interest at one-month LIBOR plus 1.30%; (viii) $19.8 million of Class F notes bearing interest at one-month LIBOR plus 1.60%; (ix) $17.3 million of Class G notes bearing interest at one-month LIBOR plus 1.90%; (x) $12.9 million of Class H notes bearing interest at one-month LIBOR plus 3.75%, (xi) $14.7 million of Class J notes bearing interest at a fixed rate of 6.00% and (xii) $28.4 million of Class K notes bearing interest at a fixed rate of 6.00%. All of the notes issued mature in August 2046, although the Company has the right to call the notes anytime after August 2016 until maturity. The weighted average interest rate on all notes issued to outside investors and net of repurchased notes was 1.86% and 1.87% at March 31, 2014 and December 31, 2013, respectively. |
During the three months ended March 31, 2014 and the year ended December 31, 2013, the Company did not repurchase any notes. |
As a result of the Company’s ownership of senior notes, both the notes repurchased subsequent to closing and those retained at the CDO’s closing eliminate in consolidation. |
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Moselle CLO S.A. |
In February 2014, the Company purchased 100% of the Class 1 Subordinated Notes and 67.9% of the Class 2 Subordinated Notes, which represented 88.6% of the outstanding subordinated notes in the European securitization Moselle CLO S.A. Due to the Company's economic interest combined with its contractual, unilateral kick-out rights acquired upon its purchase of a majority of the subordinate notes, the Company determined that it had a controlling financial interest and consolidated Moselle CLO. See Note 3. The notes purchased by the Company are subordinated in right of payment to all other notes issued by Moselle CLO. |
The balances of the senior notes issued to investors when the Company acquired a controlling financial interest in February 2014 were as follows: (i) €24.9 million of Class A-1E notes bearing interest at LIBOR plus 0.25% (ii) $24.9 million of Class A-1L notes bearing interest at LIBOR plus 0.25% (iii) €10.3 million of Class A-1LE notes bearing interest at LIBOR plus 0.31% (iv) $10.3 million of Class A-1LE USD notes bearing interest at LIBOR plus 0.31% (v) €13.8 million of Class A-2E notes bearing interest at LIBOR plus 0.40%: (vi) $13.8 million of Class A-2L notes bearing interest at LIBOR plus 0.40%; (vii) €6.8 million of Class A-3E notes bearing interest at LIBOR plus 0.70%; (viii) $6.8 million of Class A-3L notes bearing interest at LIBOR plus 0.75%; (ix) €16.0 million of Class B-1E notes bearing interest at LIBOR plus 1.80%; and (x) $16.0 million of Class B-1L notes bearing interest at LIBOR plus 1.85%. |
All notes issued mature on January 6, 2020. The Company has the right to call the notes anytime after January 6, 2010 until maturity. The weighted average interest rate on all notes was 0.95% at March 31, 2014. |
Whitney CLO I |
In February 2011, the Company acquired the rights to manage the assets held by Whitney CLO I. In October 2012, the Company purchased a $20.9 million preferred equity interest at a discount of 42.5% which represented 66.6% of the outstanding preference shares in Whitney CLO I. In May 2013 the Company purchased an additional $550,000 equity interest in Whitney CLO I and as of March 31, 2014 held 68.3% of the outstanding preference shares. Based upon those purchases, the Company determined that it had a controlling interest and consolidated Whitney CLO I. The preferred equity interest is subordinated in right of payment to all other securities issued by Whitney CLO I. In 2013, the Company liquidated Whitney CLO I and, as a result, substantially all of the assets were sold. |
Apidos CLO VIII |
In October 2011, the Company closed Apidos CLO VIII, a $350.0 million CLO transaction that provides financing for bank loans. The investments held by Apidos CLO VIII collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. Apidos CLO VIII issued a total of $317.6 million of senior notes at a discount of 4.4% to investors and Resource TRS III purchased a $15.0 million interest representing 43% of the outstanding subordinated debt. The remaining 57% of subordinated debt was owned by unrelated third parties. The subordinated debt interest was subordinated in right of payment to all other securities issued by Apidos CLO VIII. In 2013, Apidos CLO VIII was called and liquidated and, as a result, all of the assets were sold. Total proceeds from the sale of these assets, plus proceeds from previous sales and paydowns in the CLO were used to pay down the notes in full. |
Apidos Cinco CDO |
In May 2007, the Company closed Apidos Cinco CDO, a $350.0 million CDO transaction that provides financing for bank loans. The investments held by Apidos Cinco CDO collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. Apidos Cinco CDO issued a total of $322.0 million of senior notes at par to investors and RCC commercial purchased a $28.0 million equity interest representing 100% of the outstanding preference shares. The reinvestment period for Apidos Cinco CDO ends in May 2014. The equity interest is subordinated in right of payment to all other securities issued by Apidos Cinco CDO. |
The senior notes issued to investors by Apidos Cinco CDO consist of the following classes: (i) $37.5 million of Class A-1 notes bearing interest at LIBOR plus 0.24%; (ii) $200.0 million of Class A-2a notes bearing interest at LIBOR plus 0.23%; (iii) $22.5 million of Class A-2b notes bearing interest at LIBOR plus 0.32%; (iv) $19.0 million of Class A-3 notes bearing interest at LIBOR plus 0.42%; (v) $18.0 million of Class B notes bearing interest at LIBOR plus 0.80%; (vi) $14.0 million of Class C notes bearing interest at LIBOR plus 2.25% and (vii) $11.0 million of Class D notes bearing interest at LIBOR plus 4.25%. All of the notes issued mature on May 14, 2020, although the Company has the right to call the notes anytime after May 14, 2011 until maturity. The weighted average interest rate on all notes was 0.74% and 0.74% at March 31, 2014 and December 31, 2013, respectively. |
Apidos CDO III |
In May 2006, the Company closed Apidos CDO III, a $285.5 million CDO transaction that provides financing for bank loans. The investments held by Apidos CDO III collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. Apidos CDO III issued a total of $262.5 million of senior notes at par to investors and RCC Commercial purchased a $23.0 million equity interest representing 100% of the outstanding preference shares. The equity interest is subordinated in right of payment to all other securities issued by Apidos CDO III. |
At closing, the senior notes issued to investors by Apidos CDO III consist of the following classes: (i) $212.0 million of Class A-1 notes bearing interest at 3-month LIBOR plus 0.26%; (ii) $19.0 million of Class A-2 notes bearing interest at 3-month LIBOR plus 0.45%; (iii) $15.0 million of Class B notes bearing interest at 3-month LIBOR plus 0.75%; (iv) $10.5 million of Class C notes bearing interest at 3-month LIBOR plus 1.75%; and (v) $6.0 million of Class D notes bearing interest at 3-month LIBOR plus 4.25%. All of the notes issued mature on September 12, 2020, although the Company has the right to call the notes anytime after September 12, 2011 until maturity. The weighted average interest rate on all notes was 0.94% and 0.88% at March 31, 2014 and December 31, 2013, respectively. The reinvestment period for Apidos CDO III ended in June 2012 which results in the sequential pay down of notes as underlying collateral matures and pays down. As of March 31, 2014, $149.9 million of Class A-1 notes have been paid down. |
Apidos CDO I |
In August 2005, the Company closed Apidos CDO I, a $350.0 million CDO transaction that provides financing for bank loans. The investments held by Apidos CDO I collateralize the debt it issued and, as a result, the investments are not available to the Company, its creditors or stockholders. Apidos CDO I issued a total of $321.5 million of senior notes at par to investors and RCC Commercial purchased a $28.5 million equity interest representing 100% of the outstanding preference shares. The equity interest is subordinated in right of payment to all other securities issued by Apidos CDO I. |
At closing, the senior notes issued to investors by Apidos CDO I consisted of the following classes: (i) $259.5 million of Class A-1 notes bearing interest at 3-month LIBOR plus 0.26%; (ii) $15.0 million of Class A-2 notes bearing interest at 3-month LIBOR plus 0.42%; (iii) $20.5 million of Class B notes bearing interest at 3-month LIBOR plus 0.75%; (iv) $13.0 million of Class C notes bearing interest at 3-month LIBOR plus 1.85%; and (v) $8.0 million of Class D notes bearing interest at a fixed rate of 9.25%. All of the notes issued mature on July 27, 2017, although the Company has the right to call the notes anytime after July 27, 2010 until maturity. The weighted average interest rate on all notes was 1.66% and 1.68% and at March 31, 2014 and December 31, 2013, respectively. The reinvestment period for Apidos CDO I ended in July 2011 which results in the sequential pay down of notes as underlying collateral matures and pays down. As of March 31, 2014, $245.7 million of the Class A-1 notes have been paid down. |
During the three months ended March 31, 2014 and the year ended December 31, 2013, the Company did not repurchase any notes. |
6.0% Convertible Senior Notes |
On October 21, 2013, the Company issued and sold in a public offering $115.0 million aggregate principal amount of its 6.0% Convertible Senior Notes due 2018, ("6.0% Convertible Senior Notes"). After deducting the underwriting discount and the estimated offering costs, the Company received approximately $111.1 million of net proceeds. The discount of $4.9 million on the 6.0% Convertible Senior Notes reflects the difference between the stated value of the debt and the fair value of the notes as if they were issued without a conversion feature and at a higher rate of interest that the Company estimated would have been applicable without the conversion feature. The discount will be amortized on a straight-line basis as additional interest expense through maturity on December 1, 2018. Interest on the 6.0% Convertible Senior Notes is paid semi-annually and the 6.0% Convertible Senior Notes mature on December 1, 2018. Prior to December 1, 2018, the 6.0% Convertible Senior Notes are not redeemable at the Company's option, except to preserve the Company's status as a REIT. On or after December 1, 2018, the Company may redeem all or a portion of the 6.0% Convertible Senior Notes at a redemption price equal to the principal amount plus accrued and unpaid interest. Holders of 6.0% Convertible Senior Notes may require the Company to repurchase all or a portion of the 6.0% Convertible Senior Notes at a purchase price equal to the principal amount plus accrued and unpaid interest on December 1, 2018, or upon the occurrence of certain defined fundamental changes. The 6.0% Convertible Senior Notes are convertible at the option of the holder at a current conversion rate of 150.1502 common shares per $1,000 principal amount of 6.0% Convertible Senior Notes (equivalent to a current conversion price of $6.66 per common share). Upon conversion of 6.0% Convertible Senior Notes by a holder, the holder will receive cash, common shares of the Company or a combination of cash and common shares of the Company, at the Company's election. |
Unsecured Junior Subordinated Debentures |
In May 2006 and September 2006, the Company formed RCT I and RCT II, respectively, for the sole purpose of issuing and selling capital securities representing preferred beneficial interests. Although the Company owns $774,000 of the common securities of RCT I and RCT II, RCT I and RCT II are not consolidated into the Company’s consolidated financial statements because the Company is not deemed to be the primary beneficiary of these entities. In connection with the issuance and sale of the capital securities, the Company issued junior subordinated debentures to RCT I and RCT II of $25.8 million each, representing the Company’s maximum exposure to loss. The debt issuance costs associated with the junior subordinated debentures for RCT I and RCT II are included in borrowings and are being amortized into interest expense in the consolidated statements of income using the effective yield method over a ten year period. |
The debt issuance costs associated with the junior subordinated debentures for RCT I and RCT II at March 31, 2014 were $236,000 and $258,000, respectively. The debt issuance costs associated with the junior subordinated debentures for RCT I and RCT II at December 31, 2013, were $261,000 and $282,000, respectively. The rates for RCT I and RCT II, at March 31, 2014, were 4.18% and 4.19%, respectively. The rates for RCT I and RCT II, at December 31, 2013, were 4.20% and 4.19%, respectively. |
The rights of holders of common securities of RCT I and RCT II are subordinate to the rights of the holders of capital securities only in the event of a default; otherwise, the common securities’ economic and voting rights are pari passu with the capital securities. The capital and common securities of RCT I and RCT II are subject to mandatory redemption upon the maturity or call of the junior subordinated debentures held by each. Unless earlier dissolved, RCT I will dissolve on May 25, 2041 and RCT II will dissolve on September 29, 2041. The junior subordinated debentures are the sole assets of RCT I and RCT II, mature on September 30, 2036 and October 30, 2036, respectively, and may be called at par by the Company any time after September 30, 2011 and October 30, 2011, respectively. The Company records its investments in RCT I and RCT II’s common securities of $774,000 each as investments in unconsolidated entities and records dividend income upon declaration by RCT I and RCT II. |
Repurchase and Mortgage Finance Facilities |
Borrowings under the repurchase and mortgage finance facilities agreements were guaranteed by the Company or one of its subsidiaries. The following table sets forth certain information with respect to the Company's borrowings at March 31, 2014 and December 31, 2013 (dollars in thousands): |
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| March 31, 2014 | | December 31, 2013 |
| Outstanding | | Value of | | Number of | | Weighted Average | | Outstanding | | Value of | | Number of | | Weighted Average |
Borrowings | Collateral | Positions | Interest Rate | Borrowings | Collateral | Positions | Interest Rate |
| | as Collateral | | | | as Collateral | |
CMBS Term | | | | | | | | | | | | | | | |
Repurchase Facility |
Wells Fargo Bank (1) | $ | 36,819 | | | $ | 44,386 | | | 48 | | 1.37% | | $ | 47,601 | | | $ | 56,949 | | | 44 | | 1.38% |
|
| | | | | | | | | | | | | | | |
CRE Term | | | | | | | | | | | | | | | |
Repurchase Facilities |
Wells Fargo Bank (2) | 96,140 | | | 148,312 | | | 7 | | 2.62% | | 30,003 | | | 48,186 | | | 3 | | 2.67% |
|
Deutsche Bank AG (3) | 3,586 | | | 5,583 | | | 1 | | 3.03% | | (300 | ) | | — | | | — | | —% |
|
| | | | | | | | | | | | | | | |
Short-Term Repurchase | | | | | | | | | | | | | | | |
Agreements - CMBS |
Wells Fargo Securities, LLC | — | | | — | | | — | | — | | — | | | — | | | — | | —% |
|
Deutsche Bank Securities, LLC | 9,205 | | | 13,246 | | | 4 | | 1.40% | | — | | | — | | | — | | —% |
|
| | | | | | | | | | | | | | | |
Residential Mortgage | | | | | | | | | | | | | | | |
Financing Agreements |
New Century Bank | 10,275 | | | 11,145 | | | 72 | | 4.19% | | 11,916 | | | 13,089 | | | 74 | | 4.17% |
|
ViewPoint Bank, NA | 4,411 | | | 5,584 | | | 25 | | 4.46% | | 2,711 | | | 3,398 | | | 17 | | 4.58% |
|
Totals | $ | 160,436 | | | $ | 228,256 | | | | | | | $ | 91,931 | | | $ | 121,622 | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-1 | The Wells Fargo CMBS term facility borrowing includes zero and $12,000 of deferred debt issuance costs as of March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-2 | The Wells Fargo CRE term repurchase facility borrowing includes $577,000 and $732,000 of deferred debt issuance costs as of March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-3 | The Deutsche Bank term repurchase facility includes $166,000 and $300,000 of deferred debt issuance costs as of March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | |
The assets in the following table are accounted for as linked transactions. These linked repurchase agreements are not included in borrowings on the Company's consolidated balance sheets (see Note 20). |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2014 | | December 31, 2013 |
| Borrowings | | Value of Collateral | | Number | | Weighted Average | | Borrowings | | Value of Collateral | | Number | | Weighted Average |
Under Linked | Under Linked | of Positions | Interest Rate | Under Linked | Under Linked | of Positions | Interest Rate |
Transactions (1) | Transactions | as Collateral | of Linked | Transactions (1) | Transactions | as Collateral | of Linked |
| | Under Linked | Transactions | | | Under Linked | Transactions |
| | Transactions | | | | Transactions | |
CMBS Term | | | | | | | | | | | | | | | |
Repurchase Facility |
Wells Fargo Bank | $ | 6,156 | | | $ | 7,994 | | | 7 | | 1.64% | | $ | 6,506 | | | $ | 8,345 | | | 7 | | 1.65% |
|
| | | | | | | | | | | | | | | |
CRE Term | | | | | | | | | | | | | | | |
Repurchase Facilities |
Wells Fargo Bank | — | | | — | | | — | | —% | | — | | | — | | | — | | —% |
|
| | | | | | | | | | | | | | | |
Short-Term Repurchase | | | | | | | | | | | | | | | |
Agreements - CMBS |
JP Morgan Securities, LLC | 12,006 | | | 18,342 | | | 4 | | 0.83% | | 17,020 | | | 24,814 | | | 4 | | 0.99% |
|
Wells Fargo Securities, LLC | 19,621 | | | 27,982 | | | 8 | | 1.19% | | 21,969 | | | 30,803 | | | 9 | | 1.19% |
|
Deutsche Bank Securities, LLC | 33,883 | | | 51,840 | | | 14 | | 1.41% | | 18,599 | | | 29,861 | | | 9 | | 1.43% |
|
| | | | | | | | | | | | | | | |
Totals | $ | 71,666 | | | $ | 106,158 | | | | | | | $ | 64,094 | | | $ | 93,823 | | | | | |
|
The following table shows information about the amount at risk under the repurchase facilities (dollars in thousands): |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Amount at | | Weighted Average | | Weighted Average | | | | | | | | | | | | | | | | |
Risk (1) | Maturity in Days | Interest Rate | | | | | | | | | | | | | | | | |
31-Mar-14 | | | | | | | | | | | | | | | | | | | | | |
CMBS Term Repurchase Facility | | | | | | | | | | | | | | | | | | | | | |
Wells Fargo Bank, National Association (2) | $ | 8,822 | | | 18 | | 1.37% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
CRE Term Repurchase Facilities | | | | | | | | | | | | | | | | | | | | | |
Wells Fargo Bank, National Association | $ | 57,882 | | | 18 | | 2.62% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Deutsche Bank Securities, LLC | $ | 9,155 | | | 18 | | 3.03% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Short-Term Repurchase Agreements - CMBS | | | | | | | | | | | | | | | | | | | | | |
JP Morgan Securities, LLC (3) | $ | 6,403 | | | 14 | | 0.83% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Wells Fargo Securities, LLC | $ | 8,411 | | | 6 | | 1.19% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Deutsche Bank Securities, LLC | $ | 18,176 | | | 24 | | 1.41% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
31-Dec-13 | | | | | | | | | | | | | | | | | | | | | |
CMBS Term Repurchase Facility | | | | | | | | | | | | | | | | | | | | | |
Wells Fargo Bank, National Association (2) | $ | 10,796 | | | 21 | | 1.38% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
CRE Term Repurchase Facilities | | | | | | | | | | | | | | | | | | | | | |
Wells Fargo Bank, National Association | $ | 20,718 | | | 21 | | 2.67% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Short-Term Repurchase Agreements - CMBS | | | | | | | | | | | | | | | | | | | | | |
JP Morgan Securities, LLC (3) | $ | 7,882 | | | 11 | | 0.99% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Wells Fargo Securities, LLC | $ | 8,925 | | | 2 | | 1.19% | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Deutsche Bank Securities, LLC | $ | 11,418 | | | 22 | | 1.43% | | | | | | | | | | | | | | | | |
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-1 | Equal to the estimated fair value of securities or loans sold, plus accrued interest income, minus the sum of repurchase agreement liabilities plus accrued interest expense. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-2 | $6.2 million and $6.5 million of linked repurchase agreement borrowings are being included as derivative instruments as of March 31, 2014 and December 31, 2013, respectively, (see Note 20). | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-3 | $12.0 million and $17.0 million of linked repurchase agreement borrowings are being included as derivative instruments as of March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | |
CMBS – Term Repurchase Facility |
In February 2011, the registrant's wholly-owned subsidiaries, RCC Commercial Inc. and RCC Real Estate, Inc. (collectively, the "RCC Subsidiaries"), entered into a master repurchase and securities contract (the “2011 Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Under the 2011 Facility, from time to time, the parties may enter into transactions in which the RCC Subsidiaries and Wells Fargo agree to transfer from the RCC Subsidiaries to Wells Fargo all of their right, title and interest to certain commercial mortgage backed securities and other assets (the “Assets”) against the transfer of funds by Wells Fargo to the RCC Subsidiaries, with a simultaneous agreement by Wells Fargo to transfer back to the RCC Subsidiaries such Assets at a date certain or on demand, against the transfer of funds from the RCC Subsidiaries to Wells Fargo. The maximum amount of the Facility is $100.0 million which had an original two year term with a one year option to extend, and an interest rate equal to the one-month LIBOR plus 1.00% plus a .25% initial structuring fee and a .25% extension fee upon exercise. The 2011 facility has a current maturity date of January 31, 2015. The RCC Subsidiaries may enter into interest rate swaps and cap agreements for securities whose average life exceeds two years to mitigate interest rate risk under the 2011 Facility. |
The 2011 Facility contains customary events of default, including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, guarantor defaults, and the institution of bankruptcy or insolvency proceedings that remain unstayed. The remedies for such events of default are also customary for this type of transaction and include the acceleration of all obligations of the RCC Subsidiaries to repay the purchase price for purchased assets. |
The 2011 Facility also contains margin call provisions relating to a decline in the market value of a security. Under these circumstances, Wells Fargo may require the RCC Subsidiaries to transfer cash in an amount sufficient to eliminate any margin deficit resulting from such a decline. |
Under the terms of the 2011 Facility and pursuant to a guarantee agreement dated February 1, 2011 (the “2011 Guaranty”), the Company agreed to unconditionally and irrevocably guarantee to Wells Fargo the prompt and complete payment and performance of (a) all payment obligations owing by the RCC Subsidiaries to Wells Fargo under or in connection with the 2011 Facility and any other governing agreements and any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (b) all expenses, including, without limitation, reasonable attorneys' fees and disbursements, that are incurred by Wells Fargo in the enforcement of any of the foregoing or any obligation of the registrant; and (c) any other obligations of the RCC Subsidiaries with respect to Wells Fargo under each of the governing documents. The 2011 Guaranty includes covenants that, among other things, limit the Company's leverage and debt service ratios and require maintenance of certain levels of cash and net worth. RCC Real Estate and RCC Commercial were in compliance with all financial debt covenants under the 2011 Facility and 2011 Guaranty as of March 31, 2014. |
CRE – Term Repurchase Facilities |
On February 27, 2012, RCC Real Estate entered into a master repurchase and securities agreement (the "2012 Facility") with Wells Fargo to finance the origination of commercial real estate loans. The 2012 facility had an original maximum amount of $150.0 million and an initial 18 month term. The Company paid an origination fee of 37.5 basis points (0.375%). On April 2, 2013, RCC Real Estate entered into an amendment which increased the size to $250.0 million and extended the current term of the 2012 Facility to February 27, 2015. The amendment also provides two additional one year extension options at RCC Real Estate's discretion. RCC Real Estate paid structuring fees of $101,000 and an extension fee of $938,000 in connection with the amendment, and will amortize the additional fees over the term of the extension. |
This 2012 Facility contains customary events of default, including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, guarantor defaults, and the institution of bankruptcy or insolvency proceedings that remain unstayed. The remedies for such events of default are also customary for this type of transaction and include the acceleration of all obligations of the Company to repay the purchase price for purchased assets. |
The 2012 Facility also contains margin call provisions relating to a decline in the market value of a security. Under these circumstances, Wells Fargo may require the Company to transfer cash in an amount sufficient to eliminate any margin deficit resulting from such a decline. |
Under the terms of the 2012 Facility and pursuant to a guarantee agreement dated February 27, 2012 (the “2012 Guaranty”), the Company agreed to unconditionally and irrevocably guarantee to Wells Fargo the prompt and complete payment and performance of (a) all payment obligations owing by the Company to Wells Fargo under or in connection with the 2012 Facility and any other governing agreements and any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (b) all expenses, including, without limitation, reasonable attorneys' fees and disbursements, that are incurred by Wells Fargo in the enforcement of any of the foregoing or any obligation of the registrant; and (c) any other obligations of the Company with respect to Wells Fargo under each of the governing documents. The 2012 Guaranty includes covenants that, among other things, limit the the Company's leverage and debt service ratios and require maintenance of certain levels of cash and net worth. RCC Real Estate was in compliance with all debt covenants as of March 31, 2014 and the Company was in compliance with all financial covenants under the 2012 Guaranty as of March 31, 2014. |
On July 19, 2013, RCC Real Estate's wholly-owned subsidiary, RCC Real Estate SPE 5 (or "SPE 5"), entered into a master repurchase and securities agreement (the "DB Facility") with Deutsche Bank AG, Cayman Islands Branch ("DB") to finance the origination of commercial real estate loans. The DB Facility had a maximum amount of $200.0 million and an initial 12 month term, ending on July 19, 2014, with two one-year extensions at the option of SPE 5 and subject further to the right of SPE 5 to repurchase the assets held in the facility earlier. The Company paid a structuring fee of 0.25% of the maximum facility amount, as well as other reasonable closing costs. The Company guaranteed SPE 5's performance of its obligations under the DB Facility. There were outstanding borrowings of $9.2 million and zero under this facility as of March 31, 2014 and December 31, 2013, respectively. |
The DB Facility contains provisions that provide DB with certain rights if certain credit events have occurred with respect to one or more assets financed on the DB Facility to either repay a portion of the advance on such asset(s) or repay such advance in full (by repurchase of such asset(s)). Depending on the nature of the credit event, such repayment may be required notwithstanding the availability of interest and principal payments from assets financed on the DB Facility, or may only be required to the extent of the availability of such payments. |
The DB Facility contains events of default (subject to certain materiality thresholds and grace periods) customary for this type of financing arrangement, including but not limited to: payment defaults; bankruptcy or insolvency proceedings; a change of control of SPE 5 or the Company; breaches of covenants and/or certain representations and warranties; performance defaults by the Company; a judgment in an amount greater than $100,000 against SPE 5 or $5.0 million in the aggregate against the Company; or a default involving the failure to pay or acceleration of a monetary obligation in excess of $100,000 of SPE 5 or $5.0 million of the Company. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the DB Facility and the liquidation by DB of assets then subject to the DB Facility. The Company and SPE 5 were in compliance with all debt covenants as of March 31, 2014. |
Short-Term Repurchase Agreements - CMBS |
On November 6, 2012, RCC Real Estate entered into a master repurchase and securities agreement with JP Morgan Securities LLC to finance the purchase of CMBS. There is no stated maximum amount of the facility and the repurchase agreement has no stated maturity. Interest rates reset monthly. |
On February 14, 2012, RCC Real Estate entered into a master repurchase and securities agreement with Wells Fargo Securities, LLC to finance the purchase of CMBS. There is no stated maximum amount of the facility and the repurchase agreement has no stated maturity date with monthly resets of interest rates. The Company guaranteed RCC Real Estate’s performance of its obligations under the repurchase agreement. |
On March 8, 2005, RCC Real Estate entered into a master repurchase and securities agreement with Deutsche Bank Securities Inc. to finance the purchase of CMBS and the origination of commercial real estate loans. There is no stated maximum amount of the facility and the repurchase agreement has an initial 12 month term with monthly resets of interest rates. The Company guaranteed RCC Real Estate’s performance of its obligations under the repurchase agreement. |
Residential Mortgage Financing Agreements |
PCA has a master repurchase agreement with New Century Bank d/b/a Customer's Bank ("New Century") to finance the acquisition of residential mortgage loans. The facility has a maximum amount of $30.0 million and a termination date of July 2, 2014, which was amended from the original terms over the course of four amendments. At March 31, 2014, PCA had borrowed $10.3 million under this facility. The facility bears interest at one month LIBOR plus 3.50%. |
The New Century facility contains provisions that provide New Century with certain rights if certain credit events have occurred with respect to one or more assets financed on the New Century facility to either require PCA to repay a portion of the advance on such asset(s) or repay such advance in full (by repurchase of such asset(s)). Depending on the nature of the credit event, such repayment may be required notwithstanding the availability of interest and principal payments from assets financed on the New Century facility, or may only be required to the extent of the availability of such payments. |
The New Century facility contains events of default (subject to certain materiality thresholds and grace periods) customary for this type of financing arrangement, including but not limited to: payment defaults; bankruptcy or insolvency proceedings; a change in the nature of PCA's business as a mortgage banker as presently conducted or a change in senior management, including the employment of two senior members of PCA's management staff; breaches of covenants and/or certain representations and warranties; performance defaults by PCA; a judgment in an amount greater than $10,000 against PCA or $50,000 in the aggregate against PCA. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the New Century facility and the liquidation by New Century of assets then subject to the New Century facility. The agreement requires PCA to maintain a minimum maintenance balance account at all times of $1.5 million and PCA was in compliance as of March 31, 2014. PCA was in compliance with all financial debt covenants as of March 31, 2014. |
PCA has a loan participation agreement with ViewPoint Bank, NA ("ViewPoint") to finance the acquisition of residential mortgage loans. The facility has a maximum amount of $15.0 million and a termination date of December 30, 2014, which was amended from the original terms over the course of five amendments. At March 31, 2014, PCA had borrowed $4.4 million. The facility bears interest at one month LIBOR with a 4.00% floor. |
The ViewPoint facility contains provisions that provide ViewPoint with certain rights if certain credit events have occurred with respect to one or more assets financed on the ViewPoint facility to either require PCA to repay a portion of the advance on such asset(s) or repay such advance in full (by repurchase of such asset(s)). Depending on the nature of the credit event, such repayment may be required notwithstanding the availability of interest and principal payments from assets financed on the ViewPoint facility, or may only be required to the extent of the availability of such payments. The agreement requires PCA to maintain a minimum balance in a deposit account at all times of $1.0 million and PCA was in compliance as of March 31, 2014. |
PCA received a waiver on a covenant due to an event of default that requires PCA to maintain consolidated net income of at least one dollar for the preceding twelve month period and not allow PCA's consolidated net income to be a negative number for three consecutive months. The waiver removed all existing defaults and waived the net income covenant requirement until September 30, 2014. PCA was in compliance with all other financial covenant requirements under the agreement as of March 31, 2014. |
Mortgage Payable |
On August 1, 2011, the Company, through RCC Real Estate, purchased Whispertree Apartments, a 504 unit multi-family property located in Houston, Texas, for $18.1 million. The property was 95% occupied at acquisition. In conjunction with the purchase of the property, the Company entered into a seven year mortgage of $13.6 million with a lender. The mortgage bore interest at a rate of one-month LIBOR plus 3.95%. At December 31, 2013 there were no outstanding borrowings under this agreement as the property was sold and the underlying mortgage was repaid in 2013. |