Borrowings | Borrowings Repurchase and loan agreements Our operating partnership and certain of its Delaware statutory trust and/or limited liability company subsidiaries, as applicable, have entered into master repurchase agreements and loan agreements to finance the acquisition and ownership of the SFR properties, other REO properties and the remaining mortgage loans in our portfolio. We have effective control of the assets associated with these agreements and therefore have concluded these are financing arrangements. As of March 31, 2017 , the average annualized interest rate on borrowings under our repurchase and loan agreements was 4.23% , excluding amortization of deferred debt issuance costs. At March 31, 2017 , we were party to one repurchase agreement and three loan agreements. Below is a description of each agreement outstanding during the three months ended March 31, 2017 : Repurchase Agreement • Credit Suisse (“CS”) is the lender on the repurchase agreement entered into on March 22, 2013, (the “CS repurchase agreement”) with an initial aggregate maximum borrowing capacity of $100.0 million . During 2014, 2015 and 2016, the CS repurchase agreement was amended on several occasions, ultimately increasing the aggregate maximum borrowing capacity to $600.0 million as of December 31, 2016 with a maturity date of November 17, 2017. Pursuant to the amended and restated repurchase agreement with CS dated November 18, 2016, the aggregate maximum borrowing capacity of the CS repurchase agreement decreased incrementally on each of January 31, 2017 and February 28, 2017 and will further decrease on each of June 30, 2017 and September 30, 2017 to an aggregate of $350.0 million as of September 30, 2017. At March 31, 2017 , the CS repurchase agreement had an aggregate maximum borrowing capacity of $525.0 million . Loan Agreements • Nomura Corporate Funding Americas, LLC (“Nomura”) is the lender under a loan agreement dated April 10, 2015 (the “Nomura loan agreement”) with an initial aggregate maximum funding capacity of $100.0 million . The Nomura loan agreement was amended during 2015 and 2016, ultimately increasing the maximum funding capacity to $250.0 million on December 31, 2016. On April 6, 2017, we entered into an amended and restated loan and security agreement with Nomura that retained our aggregate borrowing capacity of $250.0 million , removed the exit fee requirement upon early repayment and extended the maturity date to April 5, 2018. The uncommitted maximum borrowing amount increased to $100.0 million , which is available subject to our meeting certain eligibility requirements. • In connection with the seller financing related to our acquisition of 4,262 SFR properties on September 30, 2016 (the “HOME SFR Transaction”), we entered into a loan agreement (the “MSR loan agreement”) between HOME SFR Borrower, LLC (“HOME Borrower”), our indirect wholly owned subsidiary, the sellers and MSR Lender LLC, as agent. Pursuant to the MSR loan agreement, HOME Borrower borrowed approximately $489.3 million from the lenders (the “MSR Loan”). Effective October 14, 2016, the MSR loan agreement was assigned to MSR Lender, LLC (“MSR Lender”) and, in connection with MSR Lender’s securitization of the MSR Loan, we and MSR Lender amended and restated the MSR loan agreement to match the terms of the bonds in MSR Lender's securitization of the MSR Loan. The aggregate amount of the MSR Loan and the aggregate interest rate of the MSR Loan remained unchanged from the original loan agreement. The MSR Loan is a floating rate loan, composed of eight floating rate components, interest on each of which is computed monthly based on one-month LIBOR plus a fixed component spread. The initial maturity date of the MSR Loan is November 9, 2018. HOME Borrower has the option to extend the MSR Loan beyond the initial maturity date for three successive one -year terms to an ultimate maturity date of November 9, 2021, provided, among other things, that there is no event of default under the MSR loan agreement on each maturity date. The MSR Loan is secured by the membership interests of HOME Borrower and the properties and other assets of HOME Borrower. • In connection with the seller financing related to the first closing under the HOME II Transaction on March 30, 2017, HOME Borrower II entered into the HOME II loan agreement with entities sponsored by Amherst, pursuant to which we borrowed approximately $79.9 million in connection with the first acquisition of properties (the “HOME II Loan”). The HOME II loan agreement is a floating rate loan, composed of eight floating rate components, interest on each of which is computed monthly based on one-month LIBOR plus a fixed component spread. The entire principal amount is currently allocable to one component at a fixed-rate spread over one-month LIBOR, which is anticipated to be the weighted average fixed rate spread for the duration of the HOME II loan agreement. The initial maturity date of the HOME II loan agreement is October 9, 2019. HOME Borrower II has the option to extend the HOME II loan agreement beyond the initial maturity date for three successive one -year extensions, provided, among other things, that there is no event of default under the HOME II loan agreement on each maturity date. The HOME II Loan is secured by the membership interests of HOME Borrower II and the properties and other assets of HOME Borrower II. Following all of the amendments described above, the maximum aggregate funding available to us under these repurchase and loan agreements as of March 31, 2017 was $1.3 billion , subject to certain sublimits, eligibility requirements and conditions precedent to each funding. As of March 31, 2017 , an aggregate of $1.2 billion was outstanding under our repurchase and loan agreements. The CS repurchase agreement and the Nomura loan agreement are fully guaranteed by us. The following table sets forth data with respect to our repurchase and loan agreements as of March 31, 2017 and December 31, 2016 ($ in thousands): Maximum Borrowing Capacity Book Value of Collateral Amount Outstanding Amount of Available Funding March 31, 2017 CS repurchase agreement due November 17, 2017 $ 525,000 $ 774,701 $ 505,530 $ 19,470 Nomura loan agreement due April 6, 2017 250,000 232,583 144,496 105,504 MSR loan agreement due November 9, 2018 489,259 635,448 489,259 — HOME II loan agreement due October 9, 2019 79,879 105,610 79,879 — Less: deferred debt issuance costs — — (5,550 ) — $ 1,344,138 $ 1,748,342 $ 1,213,614 $ 124,974 December 31, 2016 CS repurchase agreement due November 17, 2017 $ 600,000 $ 902,339 $ 582,659 $ 17,341 Nomura loan agreement due April 6, 2017 250,000 238,142 155,054 94,946 MSR loan agreement due November 9, 2018 489,259 638,799 489,259 — Less: deferred debt issuance costs — — (6,000 ) — $ 1,339,259 $ 1,779,280 $ 1,220,972 $ 112,287 Our business model relies to a significant degree on both our short-term financing and longer duration asset backed financing arrangements, including the HOME II loan agreement that closed in March 2017 and the new term loan arrangement that closed in April 2017 (as described in Note 14 ), and we generally do not carry sufficient liquid funds to retire any of our short-term obligations upon their maturity. Prior to or upon such short-term maturities, management generally expects to (1) refinance the remaining outstanding short-term facilities, obtain additional financing or replace the short-term facilities with longer term facilities and (2) continue to liquidate non-rental REO properties and certain NPLs in the ordinary course, which will generate cash to reduce the related financing. We are in continuous dialogue with our lenders, and we are currently not aware of any circumstances that would adversely affect our ability to complete such refinancings. We believe we will be successful in our efforts to refinance or obtain additional financing based on our recent success in renewing our outstanding facilities and our ongoing relationships with lenders. Terms and covenants related to the CS repurchase agreement Under the terms of the CS repurchase agreement, as collateral for the funds drawn thereunder, subject to certain conditions, our operating partnership and/or an intervening limited liability company subsidiary will sell to the lender equity interests in the Delaware statutory trust subsidiary that owns the applicable underlying mortgage or REO assets on our behalf, or the trust will directly sell such underlying mortgage assets. In the event the lender determines the value of the collateral has decreased, the lender has the right to initiate a margin call and require us, or the applicable trust subsidiary, to post additional collateral or to repay a portion of the outstanding borrowings. The price paid by the lender for each mortgage or REO asset we finance under the repurchase agreements is based on a percentage of the market value of the mortgage or REO asset and, in the case of mortgage assets, may depend on its delinquency status. With respect to funds drawn under the CS repurchase agreement, our applicable subsidiary is required to pay the lender interest based on the lender’s cost of funds plus a spread calculated based on the type of applicable assets collateralizing the funding, as well as certain other customary fees, administrative costs and expenses to maintain and administer the CS repurchase agreement. We do not collateralize any of our repurchase facilities with cash. Pursuant to the CS repurchase agreement, we are entitled to collateralize a portion of the facility with securities. As of March 31, 2017 , approximately $21.3 million of the amount outstanding under the CS repurchase agreement was collateralized by $34.0 million of the Class A-2 Notes issued and retained by us in connection with the securitization completed in July 2015 by ARLP 2015-1. The CS repurchase agreement requires us to maintain various financial and other covenants, including maintaining a minimum adjusted tangible net worth, a maximum ratio of indebtedness to adjusted tangible net worth and a minimum fixed charge coverage ratio. In addition, the CS repurchase agreement contains customary events of default. Terms and covenants related to the Nomura loan agreement Under the terms of the Nomura loan agreement, subject to certain conditions, Nomura may advance funds to us from time to time, with such advances collateralized by SFR properties and other REO properties. The advances paid under the Nomura loan agreement with respect to the applicable properties from time to time will be based on a percentage of the market value of the properties. Under the terms of the Nomura loan agreement, we are required to pay interest based on the one-month LIBOR plus a spread and certain other customary fees, administrative costs and expenses in connection with Nomura's structuring, management and ongoing administration of the facility. The Nomura loan agreement requires us to maintain various financial and other covenants, including a minimum adjusted tangible net worth, a maximum ratio of indebtedness to adjusted tangible net worth and specified levels of unrestricted cash. In addition, the Nomura loan agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, certain material adverse changes, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. 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 Nomura loan agreement and the liquidation by Nomura of the SFR and REO properties then subject thereto. Terms and covenants related to the MSR loan agreement and HOME II loan agreement Under the terms of the MSR loan agreement and the HOME II loan agreement, each of the MSR Loan and the HOME II Loan are non-recourse to us and are secured by a lien on the membership interests of HOME Borrower and Home Borrower II and the acquired properties and other assets of each entity, respectively. The assets of each entity are the primary source of repayment and interest on their respective loan agreements, thereby making the cash proceeds of rent payments and any sales of the acquired properties the primary sources of the payment of interest and principal by each entity to the respective lenders. The loan agreements require that each entity comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on the indebtedness each entity can incur, limitations on sales and dispositions of the properties collateralizing the respective loan agreements, minimum net asset requirements and various restrictions on the use of cash generated by the operations of such properties while the respective loan agreements are outstanding. Each loan agreement also includes customary events of default, the occurrence of which would allow the respective lenders to accelerate payment of all amounts outstanding thereunder. We have limited indemnification obligations for wrongful acts taken by HOME Borrower or HOME Borrower II in connection with the secured collateral. Even though the MSR loan agreement and HOME II loan agreement are non-recourse to us and all of our subsidiaries other than the entities party to the respective loan agreements, we have agreed to limited bad act indemnification obligations to the respective lenders for the payment of (i) certain losses arising out of certain bad or wrongful acts of our subsidiaries that are party to the respective loan agreements and (ii) the principal amount of the MSR Loan, the HOME II Loan and all other obligations thereunder in the event we cause certain voluntary bankruptcy events of the respective subsidiaries party to the loan agreements. Any of such liabilities could have a material adverse effect on our results of operations and/or our financial condition. We are currently in compliance with the covenants and other requirements with respect to the repurchase and loan agreements. We monitor our lending partners’ ability to perform under the repurchase and loan agreements and have concluded there is currently no reason to doubt that they will continue to perform under the repurchase and loan agreements as contractually obligated. Other secured borrowings On June 29, 2015, we completed a securitization transaction in which ARLP 2015-1 issued $205.0 million in ARLP 2015-1 Class A Notes with a weighted coupon of approximately 4.01% and $60.0 million in ARLP 2015-1 Class M Notes. ARLP 2015-1 is a Delaware statutory trust that is wholly owned by our operating partnership with a federally chartered bank as its trustee. We retained $34.0 million of the ARLP 2015-1 Class A Notes and all of the ARLP 2015-1 Class M Notes. No interest will be paid on any ARLP 2015-1 Class M Notes while any ARLP 2015-1 Class A Notes remain outstanding. The ARLP 2015-1 Class A Notes and ARLP 2015-1 Class M Notes are non-recourse to us and are secured solely by the NPLs and REO properties of ARLP 2015-1 but not by any of our other assets. The assets of ARLP 2015-1 are the only source of repayment and interest on the ARLP 2015-1 Class A Notes and the ARLP 2015-1 Class M Notes, thereby making the cash proceeds received by ARLP 2015-1 of loan payments, loan liquidations, loan sales and sales of converted REO properties the sole sources of the payment of interest and principal by ARLP 2015-1 to the bond holders. The ARLP 2015-1 Class A Notes and the ARLP 2015-1 Class M Notes mature on May 25, 2055 and May 25, 2044, respectively, and we do not guarantee any of the obligations of ARLP 2015-1 under the terms of the indenture governing the notes or otherwise. As of March 31, 2017 , the book value of the underlying securitized assets held by ARLP 2015-1 was $174.5 million . The following table sets forth data with respect to these notes as of March 31, 2017 and December 31, 2016 ($ in thousands): Interest Rate Amount Outstanding March 31, 2017 ARLP Securitization Trust, Series 2015-1 ARLP 2015-1 Class A Notes due May 25, 2055 (1) 4.01 % $ 117,089 ARLP 2015-1 Class M Notes due May 25, 2044 — % 60,000 Intercompany eliminations Elimination of ARLP 2015-1 Class A Notes due to ARNS, Inc. (34,000 ) Elimination of ARLP 2015-1 Class M Notes due to ARLP (60,000 ) Less: deferred debt issuance costs (734 ) $ 82,355 December 31, 2016 ARLP Securitization Trust, Series 2015-1 ARLP 2015-1 Class A Notes due May 25, 2055 (1) 4.01 % 178,971 ARLP 2015-1 Class M Notes due May 25, 2044 — % 60,000 Intercompany eliminations Elimination of ARLP 2015-1 Class A Notes due to ARNS, Inc. (34,000 ) Elimination of ARLP 2015-1 Class M Notes due to ARLP (60,000 ) Less: deferred debt issuance costs (872 ) $ 144,099 _____________ (1) The expected redemption date for the Class A Notes ranges from June 25, 2018 to June 25, 2019. |