DEBT OBLIGATIONS | 7. DEBT OBLIGATIONS The details of the Company’s debt obligations at March 31, 2016 and December 31, 2015 are as follows ($ in thousands): March 31, 2016 Debt Obligations Committed Financing Debt Obligations Outstanding Committed but Unfunded Interest Rate at March 31, 2016(1) Current Term Maturity Remaining Extension Options Eligible Collateral Carrying Amount of Collateral Fair Value of Collateral Committed Loan Repurchase Facility $ 600,000 $ 207,849 $ 392,151 2.19% - 2.94% 10/30/2016 (2) (3) $ 339,106 $ 340,373 Committed Loan Repurchase Facility 400,000 176,746 223,254 2.68% - 4.44% 4/9/2017 (4) (5) 334,212 369,623 (6) Committed Loan Repurchase Facility 450,000 148,731 301,269 2.69% - 4.36% 5/24/2016 (2) (3) 272,933 297,116 (7) Committed Loan Repurchase Facility 35,000 2,262 32,738 3.03% - 3.04% 10/24/2016 (8) (9) — 3,193 (10) Total Committed Loan Repurchase Facilities 1,485,000 535,588 949,412 946,251 1,010,305 Committed Securities Repurchase Facility 300,000 203,059 96,941 0.88% - 2.43% 10/31/2016 N/A (11) 245,022 245,022 Uncommitted Securities Repurchase Facility N/A (12) 365,692 N/A (12) 0.75% - 2.14% 4/2016 - 6/2016 N/A (11) 435,941 435,941 Total Repurchase Facilities 1,785,000 1,104,339 1,046,353 1,627,214 1,691,268 Borrowings Under Credit Agreement 50,000 — 50,000 4/24/2016 N/A (13) — — Revolving Credit Facility 143,000 — 143,000 2/11/2017 (2) N/A (14) N/A (14) N/A (14) Mortgage Loan Financing 547,776 547,776 — 4.25% - 6.75% 2018 - 2026 N/A (15) 712,468 799,169 Borrowings from the FHLB 2,221,955 1,881,200 340,755 0.38% - 2.74% 2016 - 2024 N/A (13) 2,355,506 2,363,781 Senior Unsecured Notes 563,872 558,134 (16) — 5.875% - 7.375% 2017 -2021 N/A N/A (17) N/A (17) N/A (17) Total Debt Obligations $ 5,311,603 $ 4,091,449 $ 1,580,108 $ 4,695,188 $ 4,854,218 (1) March 31, 2016 LIBOR rates are used to calculate interest rates for floating rate debt. (2) Two additional 12 -month periods at Company’s option. (3) First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans. (4) Two additional 364 -day periods at Company’s option. (5) First mortgage and mezzanine commercial real estate loans. It does not include the real estate collateralizing such loans. (6) Includes $32.2 million of loans made to consolidated subsidiaries. (7) Includes $22.9 million of loans made to consolidated subsidiaries. (8) Two additional 6 -month extension periods. (9) First mortgage commercial real estate loans held for sale. It does not include the real estate collateralizing such loans. (10) Includes $3.2 million of loans made to consolidated subsidiaries. (11) Investment grade commercial real estate securities. It does not include the real estate collateralizing such securities. (12) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances. (13) First mortgage and mezzanine commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities. (14) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries. (15) Using undepreciated carrying value of commercial real estate to approximate fair value. (16) Presented net of unamortized debt issuance costs of $5.7 million at March 31, 2016 . (17) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries. December 31, 2015 Debt Obligations Committed Financing Debt Obligations Outstanding Committed but Unfunded Interest Rate at December 31, 2015(1) Current Term Maturity Remaining Extension Options Eligible Collateral Carrying Amount of Collateral Fair Value of Collateral Committed Loan Repurchase Facility $ 600,000 $ 229,533 $ 370,467 2.08% - 2.93% 10/30/2016 (2) (3) $ 364,978 $ 366,676 Committed Loan Repurchase Facility 400,000 204,262 195,738 2.44% - 4.33% 4/10/2016 (4) (5) 299,714 342,307 (6) Committed Loan Repurchase Facility 450,000 269,779 180,221 2.58% - 4.33% 5/24/2016 (2) (3) 436,901 466,640 (7) Committed Loan Repurchase Facility 35,000 575 34,425 3.02% 10/24/2016 (8) (9) — 794 (10) Total Committed Loan Repurchase Facilities 1,485,000 704,149 780,851 1,101,593 1,176,417 Committed Securities Repurchase Facility 300,000 161,887 138,113 0.88% - 1.34% 10/31/2016 N/A (11) 193,530 193,530 Uncommitted Securities Repurchase Facility N/A (12) 394,719 N/A (6) 0.73% - 2.02% 1/2016 N/A (11) 458,615 458,615 Total Repurchase Facilities 1,785,000 1,260,755 918,964 1,753,738 1,828,562 Borrowings Under Credit Agreement 50,000 — 50,000 1/24/2016 N/A (13) — — Revolving Credit Facility 75,000 — 75,000 2/11/2017 (2) N/A (14) N/A (14) N/A (14) Mortgage Loan Financing 544,663 544,663 — 4.25% - 6.75% 2018 - 2025 N/A (15) 711,090 788,369 Borrowings from the FHLB 2,237,113 1,856,700 380,413 0.28% - 2.74% 2016 - 2024 N/A (13) 2,317,534 2,323,765 Senior Unsecured Notes 619,555 612,605 (16) — 5.875% - 7.375% 2017 -2021 N/A N/A (17) N/A (17) N/A (17) Total Debt Obligations $ 5,311,331 $ 4,274,723 $ 1,424,377 $ 4,782,362 $ 4,940,696 (1) December 31, 2015 LIBOR rates are used to calculate interest rates for floating rate debt. (2) Two additional 12 -month periods at Company’s option. (3) First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans. (4) Two additional 364 -day periods at Company’s option. (5) First mortgage and mezzanine commercial real estate loans. It does not include the real estate collateralizing such loans. (6) Includes $36.5 million of loans made to consolidated subsidiaries. (7) Includes $28.2 million of loans made to consolidated subsidiaries. (8) Two 6 -month extension periods. (9) First mortgage commercial real estate loans held for sale. It does not include the real estate collateralizing such loans. (10) Includes $0.8 million of loans made to consolidated subsidiaries. (11) Investment grade commercial real estate securities. It does not include the real estate collateralizing such securities. (12) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances. (13) First mortgage and mezzanine commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities. (14) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries. (15) Using undepreciated carrying value of commercial real estate to approximate fair value. (16) Presented net of unamortized debt issuance costs of $6.9 million at December 31, 2015 . (17) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries. Committed Loan and Securities Repurchase Facilities The Company has entered into multiple committed master repurchase agreements in order to finance its lending activities. The Company has entered into four committed master repurchase agreements, as outlined in the March 31, 2016 table above, totaling $1.5 billion of credit capacity. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial properties and mezzanine debt. The Company also has a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $300.0 million . The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, and maximum leverage ratios. The Company believes it was in compliance with all covenants as of March 31, 2016 and December 31, 2015 . The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, no event of default exists, and no margin deficit exists, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines. On February 19, 2015, the Company executed an amendment and extension of one of its credit facilities with a major banking institution, providing for, among other things, extending the maximum term of the facility to May 24, 2018, limiting the recourse exposure to the Company and modifying the pricing terms of the facility. On April 10, 2015, the Company executed an amendment and extension of one of its credit facilities with a major banking institution, providing for, among other things, the extension of the maximum term of the facility to April 10, 2019 and increasing the maximum funding capacity of the facility to $400.0 million . On August 14, 2015, the Company executed an amendment of one of its credit facilities with a major banking institution, providing for, among other things, an increase in the maximum funding capacity to $600.0 million . On October 25, 2015, the Company entered into a committed loan repurchase facility with a major banking institution with total capacity of $35.0 million and an initial maturity date of October 24, 2016, with two six -month extension periods. On December 15, 2015, the Company executed an amendment of one of its credit facilities with a major banking institution, providing for, among other thing, changes to our financial covenants and an increase in the maximum advance rate on certain assets, subject to the buyer’s discretion. Borrowings under Credit Agreement On January 24, 2013, the Company entered into a $50.0 million credit agreement with one of its multiple committed financing counterparties in order to finance its securities and lending activities (the “Credit Agreement”). Interest on the Credit Agreement is LIBOR plus 275 basis points per annum payable monthly in arrears. LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the assumption or incurrence of additional liens or debt, restrictions on certain payments or transfers of assets, and restrictions on the amendment of contracts or documents related to the assets under pledge. Under the Credit Agreement, LCFH is subject to customary financial covenants relating to maximum leverage, minimum tangible net worth, and minimum liquidity consistent with our other credit facilities. The Company’s ability to borrow under the Credit Agreement is dependent on, among other things, LCFH’s compliance with the financial covenants. The Company believes it was in compliance with all covenants as of March 31, 2016 and December 31, 2015 . The Credit Agreement was scheduled to mature on April 24, 2016 with no further extension options but was subsequently amended. Refer to Note 19, Subsequent Events . Borrowings under Credit and Security Agreement On October 31, 2014, the Company entered into a credit and security agreement (the “Credit and Security Agreement”) with a major banking institution to finance one of its assets in the amount of $46.8 million and an interest rate of LIBOR plus 185 basis points . On September 21, 2015, the debt was repaid, and the Credit and Security Agreement was terminated. Revolving Credit Facility On February 11, 2014, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was subsequently amended on February 26, 2016 to increase its maximum funding capacity. The Revolving Credit Facility provides for an aggregate maximum borrowing amount of $143.0 million , including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The Revolving Credit Facility has a three -year maturity, which may be extended by two 12 -month periods subject to the satisfaction of customary conditions, including the absence of default. Interest on the Revolving Credit Facility is one-month LIBOR plus 3.50% per annum payable monthly in arrears. The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations. LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities. The Company’s ability to borrow under the Revolving Credit Facility is dependent on, among other things, LCFH’s compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of our subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency. Debt Issuance Costs As discussed in Note 2, Significant Accounting Policies , the Company considers its committed loan master repurchase facilities, borrowings under the Credit Agreement and Revolving Credit Facility to be revolving debt arrangements. As such, the Company continues to defer and present costs associated with these facilities as an asset, subsequently amortizing those costs ratably over the term of each revolving debt arrangement. As of March 31, 2016 and December 31, 2015 , the amount of unamortized costs relating to such facilities are $2.3 million and $3.4 million , respectively and are included in other assets in the combined consolidated balance sheets. Uncommitted Securities Repurchase Facilities The Company has also entered into multiple master repurchase agreements with several counterparties collateralized by real estate securities. The borrowings under these agreements have typical advance rates between 65% and 95% of the fair value of collateral. Mortgage Loan Financing During the three months ended March 31, 2016 and 2015 , the Company executed 4 and 14 term debt agreements, respectively, to finance properties in its real estate portfolio. These nonrecourse debt agreements provide for fixed rate financing at rates, ranging from 4.25% to 6.75% , maturing between 2018 - 2026 as of March 31, 2016 . These loans have carrying amounts of $547.8 million and $544.7 million , net of unamortized premiums of $6.0 million and $6.1 million at March 31, 2016 and December 31, 2015 , respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. The Company recorded $0.2 million and $0.2 million of premium amortization, which decreased interest expense, for the three months ended March 31, 2016 and 2015 , respectively. The loans are collateralized by real estate and related lease intangibles, net, of $712.5 million and $711.1 million as of March 31, 2016 and December 31, 2015 , respectively. Borrowings from the Federal Home Loan Bank (“FHLB”) On July 11, 2012, Tuebor Captive Insurance Company LLC (“Tuebor”), a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its first secured funding advances from the FHLB. On June 26, 2015, Tuebor’s advance limit was increased to the lowest of $2.9 billion , 40% of Ladder Capital Corp’s total assets or 150% of the Company’s total equity. As of March 31, 2016 , Tuebor had $1.9 billion of borrowings outstanding (with an additional $340.8 million of committed term financing available from the FHLB), with terms of overnight to eight years (with a weighted average of 2.5 years ), interest rates of 0.38% to 2.74% (with a weighted average of 0.97% ), and advance rates of 50.0% to 95.2% of the collateral. As of March 31, 2016 , collateral for the borrowings was comprised of $1.8 billion of CMBS and U.S. Agency Securities and $507.7 million of first mortgage commercial real estate loans. As of December 31, 2015 , Tuebor had $1.9 billion of borrowings outstanding (with an additional $380.4 million of committed term financing available from the FHLB), with terms of overnight to 8 years (with a weighted average of 1.4 years ), interest rates of 0.28% to 2.74% (with a weighted average of 0.84% ), and advance rates of 58.7% to 95.2% of the collateral. As of December 31, 2015 , collateral for the borrowings was comprised of $1.7 billion of CMBS and U.S. Agency Securities and $568.2 million of first mortgage commercial real estate loans. Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely as a result of this restriction, approximately $451.9 million of the member’s capital were restricted from transfer to Tuebor’s parent without prior approval of state insurance regulators at March 31, 2016 . Effective February 19, 2016, the Federal Housing Finance Agency (the “FHFA’’), regulator of the FHLB, adopted a final rule amending its regulation regarding the eligibility of captive insurance companies for FHLB membership. According to the final rule, Ladder’s captive insurance company subsidiary, Tuebor may remain as a member of the FHLB through February 19, 2021 (the “Transition Period”). During the Transition Period, Tuebor is eligible to continue to draw new additional advances, extend the maturities of existing advances, and pay off outstanding advances on the same terms as non-captive insurance company FHLB members with the following two exceptions: 1. New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021; and 2. The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed 40% of Tuebor’s total assets. Tuebor has executed new advances since the effective date of the new rule in the ordinary course of business. FHLB advances amounted to 46.0% of the Company’s outstanding debt obligations as of March 31, 2016 . The Company does not anticipate that the FHFA’s final regulation will materially impact its operations as it will continue to access FHLB advances during the five-year Transition Period. There is no assurance that the FHFA or the FHLB may not take actions that could adversely impact Tuebor’s membership in the FHLB and continuing access to new or existing advances prior to February 19, 2021. Senior Unsecured Notes On September 19, 2012, LCFH issued $325.0 million in aggregate principal amount of 7.375% senior notes due October 1, 2017 (the “2017 Notes”). The 2017 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on September 19, 2012. The 2017 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. On November 5, 2014, the board of directors authorized the Company to make up to $325.0 million in repurchases of the 2017 Notes from time to time without further approval. On December 17, 2014, the Company retired $5.4 million of principal of the 2017 Notes for a repurchase price of $5.6 million recognizing a $0.2 million loss on extinguishment of debt. During the three months ended March 31, 2016 , the Company retired $21.9 million of principal of the 2017 Notes for a repurchase price of $21.4 million , recognizing a $0.3 million net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt. The remaining $297.7 million in aggregate principal amount of the 2017 Notes is due October 2, 2017. On August 1, 2014, LCFH issued $300.0 million in aggregate principal amount of 5.875% senior notes due August 1, 2021 (the “2021 Notes”). The 2021 Notes require interest payments semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2015. The 2021 Notes will mature on August 1, 2021. The 2021 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. On February 24, 2016, the board of directors authorized the Company to make up to $100.0 million in repurchases of the 2021 Notes from time to time without further approval. During the three months ended March 31, 2016 , the Company retired $33.8 million of principal of the 2021 Notes for a repurchase price of $28.2 million , recognizing a $5.1 million net gain on extinguishment of debt after recognizing $(0.4) million of unamortized debt issuance costs associated with the retired debt. The remaining $266.2 million in aggregate principal amount of the 2021 Notes is due August 1, 2021. LCFH issued the 2021 Notes and the 2017 Notes (collectively, the “Notes”) with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of Series TRS of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company is the general partner of LCFH and, through LCFH and its subsidiaries, operates the Ladder Capital business. As of March 31, 2016 , the Company has a 57.6% economic and voting interest in LCFH and controls the management of LCFH as a result of its ability to appoint board members. Accordingly, the Company consolidates the financial results of LCFH and records noncontrolling interest for the economic interest in LCFH held by the Continuing LCFH Limited Partners. In addition, the Company, through certain subsidiaries which are treated as TRSs, is indirectly subject to U.S. federal, state and local income taxes. Other than the noncontrolling interest in the Operating Partnership and federal, state and local income taxes, there are no material differences between the Company’s combined consolidated financial statements and LCFH’s consolidated financial statements. In April 2015, FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Beginning April 1, 2015, the Company elected to early adopt ASU 2015-03 and appropriately retrospectively applied the guidance to its senior unsecured notes, to all periods presented. Unamortized debt issuance costs of $5.7 million are included in senior unsecured notes as of March 31, 2016 and unamortized debt issuance costs of $6.9 million are included in senior unsecured notes as of December 31, 2015 (previously included in other assets on the combined consolidated balance sheets) Combined Maturity of Debt Obligations The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands): Period ending December 31, Borrowings by Maturity (1) 2016 (last 9 months) $ 1,780,462 2017 742,698 2018 229,016 2019 57,468 2020 113,802 Thereafter 1,167,723 Subtotal $ 4,091,169 Debt issuance costs included in senior unsecured notes (5,738 ) Premiums included in mortgage loan financing 6,018 Total 4,091,449 (1) Contractual payments under current maturities, some of which are subject to extensions. The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $900.3 million of the total equity is restricted from payment as a dividend by the Company at March 31, 2016 . |