Debt | 12 Months Ended |
Dec. 31, 2014 |
Debt [Abstract] | |
Debt | Note 8. Debt |
Senior SFR Facility |
On June 13, 2014, Starwood Waypoint Borrower, LLC (“SFR Borrower”), a wholly-owned indirect subsidiary of ours that was established as a special-purpose entity to own, acquire and finance, directly or indirectly, substantially all of our SFRs, entered into an Amended and Restated Master Loan and Security Agreement evidencing a $1.0 billion secured revolving credit facility (“SFR Facility”) with a syndicate of financial institutions led by Citibank, N.A., as administrative agent. The credit facility replaced our $500.0 million credit facility with Citibank, N.A., as sole lender. The SFR Facility was subsequently amended on July 31, 2014 and December 19, 2014 to clarify certain definitions in the agreement. The outstanding balance on this facility as of December 31, 2014 was approximately $441.2 million. |
The SFR Facility is set to mature on February 3, 2017, subject to a one-year extension option which would defer the maturity date to February 5, 2018. The SFR Facility includes an accordion feature that may allow the SFR Borrower to increase availability thereunder by $250.0 million, subject to meeting specified requirements and obtaining additional commitments. The SFR Facility has a variable interest rate of London Interbank Offered Rate (“LIBOR”) plus a spread, which will equal 2.95% during the first three years and then 3.95% during any extended term, subject to a default rate of an additional 5.0% on amounts not paid when due. The SFR Borrower is required to pay a commitment fee on the unused commitments at a per annum rate that varies from zero to 0.25% depending on the principal amounts outstanding. The SFR Facility is secured by all assets of the SFR Borrower and its subsidiaries and also by a pledge of the SFR Borrower’s equity. The facility contains customary terms, conditions precedent, affirmative and negative covenants, limitations, and other conditions for credit facilities of this type, including requirements for cash reserves and restrictions on incurring additional indebtedness, creation of liens, mergers and fundamental changes, sales or other dispositions of property, changes in the nature of their business, investments, and capital expenditures. The facility is also subject to certain financial covenants concerning our liquidity and tangible net worth, and to requirements that SFR Borrower maintain minimum levels of debt service coverage and debt yield. |
In connection with the SFR Facility, we provided a limited guaranty and recourse indemnity with respect to specified losses due to fraud, misrepresentation, misapplication of funds, physical waste, breaches of specified representations, warranties and covenants and a full guaranty in the event that SFR Borrower or its subsidiaries file insolvency proceedings or violate certain covenants that result in their being substantively consolidated with any other entity that is subject to a bankruptcy proceeding. Availability under the SFR Facility is limited by a formula equal to the lower of 60% of the SFR Borrower’s acquisition cost of a home or 60% of its value (increasing to the lower of 65% of acquisition cost and initial capital expenditures or 70% of its value once a property is stabilized) as such value is established by an independent BPO. |
The facility includes customary events of default. The occurrence of an event of default will permit the lenders to terminate their commitments under the facility and accelerate payment of all amounts outstanding thereunder. In addition, if a default or a failure to observe the asset performance triggers should occur and be continuing, all of the rental income associated with the real estate properties of the SFR Borrower and its subsidiaries will, after payment of specified operating expenses, asset management fees and interest, be required to prepay the loans under the facility, which will preclude the SFR Borrower from being able to make distributions on its equity for our benefit. |
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Master Repurchase Agreement |
On June 26, 2014, we (in our capacity as guarantor), PrimeStar Fund I, L.P. (a limited partnership in which we own, indirectly, at least 98.75% of the general partnership and limited partnership interests) and Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee of PrimeStar-H Fund I Trust (a trust in which we own, indirectly, at least 98.75% of the beneficial trust interests), amended our master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch (“Deutsche Bank AG”). The repurchase agreement initially provided maximum borrowings of up to $350.0 million and was amended to provide maximum borrowings of up to $500.0 million. The repurchase agreement is secured, among other things, by PrimeStar Fund I, L.P.’s ownership interest in certificates that evidence 100% of the ownership interests in PrimeStar-H Fund I Trust. The repurchase agreement will be used to finance the acquisition of pools of NPLs secured by residential real property and residential real property by PrimeStar-H Fund I Trust and by various wholly-owned subsidiaries of PrimeStar-H Fund I Trust. The repurchase agreement was subsequently amended on October 10, 2014 to modify certain administrative requirements in the agreement. |
Advances under the repurchase agreement accrue interest at a per annum rate based on 30-day LIBOR (or the rate payable by a commercial paper conduit administered or managed by Deutsche Bank AG, to the extent Deutsche Bank AG utilizes such a commercial paper conduit to finance its advances under the repurchase agreement) plus 3.00%. During the existence of an event of default under the repurchase agreement, interest accrues at the post-default rate, which is based on the applicable pricing rate in effect on such date plus an additional 3.00%. The initial maturity date of the repurchase agreement is September 11, 2015, subject to a one year extension option, which may be exercised by PrimeStar Fund I, L.P. upon the satisfaction of certain conditions set forth in the repurchase agreement. Borrowings are available under the repurchase agreement until September 11, 2015. In connection with the repurchase agreement, we provided a guaranty, under which we guaranty the obligations of PrimeStar I, L.P. under the repurchase agreement and ancillary transaction documents. The outstanding balance on December 31, 2014 on this facility was approximately $454.2 million. |
The repurchase agreement and ancillary transaction documents, including the guaranty, contain various affirmative and negative covenants concerning our liquidity and tangible net worth and maximum leverage ratio. |
Convertible Senior Notes |
On July 7, 2014, we issued $230.0 million in aggregate principal amount of the 2019 Convertible Notes. The sale of the 2019 Convertible Notes generated gross proceeds of $230.0 million and net proceeds of approximately $223.9 million, after deducting the initial purchasers’ discounts and estimated offering expenses paid by us. The net proceeds from the offering were used to acquire additional homes and NPLs, to repurchase our common shares and for general corporate purposes. Interest on the 2019 Convertible Notes is payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2015. The 2019 Convertible Notes will mature on July 1, 2019. |
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On October 14, 2014, we issued $172.5 million in aggregate principal amount of the 2017 Convertible Notes. The sale of the 2017 Convertible Notes generated gross proceeds of $172.5 million and net proceeds of approximately $167.8 million, after deducting the initial purchasers’ discounts and estimated offering expenses paid by us. The net proceeds from the offering are to be used to acquire additional homes and NPLs, to repurchase our common shares and for general corporate purposes. Interest on the 2017 Convertible Notes will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2015. The 2017 Convertible Notes will mature on October 15, 2017. |
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The following tables summarize the terms of the Convertible Senior Notes outstanding as of December 31, 2014 (in thousands, except rates): |
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| | Principal | | Coupon | | Effective | | Conversion | | Maturity | | Period of | | | | |
| | Amount | | Rate | | Rate(1) | | Rate(2)(3) | | Date | | Amortization | | | | |
2017 Convertible Notes | | $ | 172,500 | | 4.50 | % | | 7.37 | % | | | 33.2934 | | | 10/15/17 | | 2.79 | years | | | | |
2019 Convertible Notes | | $ | 230,000 | | 3.00 | % | | 6.02 | % | | | 29.9242 | | | 7/1/19 | | 4.50 | years | | | | |
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| | As of December 31, | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | | | | | | | | |
Total principal | | $ | 402,500 | | $ | — | | | | | | | | | | | | | | | | |
Net unamortized discount | | | -39,390 | | | — | | | | | | | | | | | | | | | | |
Carrying amount of debt components | | $ | 363,110 | | $ | — | | | | | | | | | | | | | | | | |
Carrying amount of conversion option equity components recorded in additional paid-in capital | | $ | 42,721 | | $ | — | | | | | | | | | | | | | | | | |
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| -1 | | Effective rate includes the effect of the adjustment for the conversion option, the value of which reduced the initial liability and was recorded in additional paid-in capital. | | | | | | | | | | | | | | | | | | | |
| -2 | | We have the option to settle any conversions in cash, common shares or a combination thereof. The conversion rate represents the number of common shares issuable per $1,000 principal amount of Convertible Senior Notes converted at December 31, 2014, as adjusted in accordance with the applicable indentures as a result of cash dividend payments. The if-converted value of the convertible senior notes did not exceed their principal amount at December 31, 2014 since the closing market price our common shares of $26.37 per share did not exceed the implicit conversion price of $33.42 for the 2019 Convertible Notes or $30.04 for the 2017 Convertible Notes. | | | | | | | | | | | | | | | | | | | |
| -3 | | Effective January 15, 2015, the conversion rate for the 2019 Convertible Notes was adjusted to 30.2485 in accordance with the applicable indentures as a result of cash dividend payments. | | | | | | | | | | | | | | | | | | | |
The aggregate contractual interest expense was approximately $5.0 million for the year ended December 31, 2014. With respect to the amortization of the discount on the liability component of the convertible notes, we reported additional non-cash interest expense of approximately $4.1 million, of which $0.8 million was capitalized, for the year ended December 31, 2014. |
Terms of Conversion |
As of December 31, 2014, the conversion rate applicable to the 2019 Convertible Notes was 29.9242 common shares per $1,000 principal amount of the 2019 Convertible Notes, which was equivalent to a conversion price of approximately $33.42 per common share. The conversion rate for the 2019 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2019 Convertible Notes in connection with such an event in certain circumstances. At any time prior to January 1, 2019, holders may convert the 2019 Convertible Notes at their option only under specific circumstances as defined in the Indenture Agreement dated as of July 7, 2014 between us and our Trustee, Wilmington Trust, National Association (the “Indenture Agreement”). On or after January 1, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2019 Convertible Notes, holders may convert all or any portion of the 2019 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares or a combination of cash and common shares, at our election. |
As of December 31, 2014, the conversion rate applicable to the 2017 Convertible Notes was 33.2934 common shares per $1,000 principal amount of 2017 Convertible Notes (equivalent to a conversion price of approximately $30.04 per common share). The conversion rate for the 2017 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2017 Convertible Notes in connection with such an event in certain circumstances. At any time prior to April 15, 2017, holders may convert the 2017 Convertible Notes at their option only under specific circumstances as defined in the Indenture dated as of October 14, 2014 between us and our Trustee, Wilmington Trust, National Association (together with the Indenture Agreement, the “Indentures”). On or after April 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2017 Convertible Notes, holders may convert all or any portion of the 2017 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares or a combination of cash and common shares, at our election. |
We may not redeem the Convertible Senior Notes prior to their maturity dates except to the extent necessary to preserve our status as a REIT for U.S. federal income tax purposes, as further described in the Indentures. If we undergo a fundamental change as defined in the Indentures, holders may require us to repurchase for cash all or any portion of their Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. |
The Indentures contain customary terms and covenants and events of default. If an event of default occurs and is continuing, the Trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Senior Notes, by notice to us and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Convertible Senior Notes to be due and payable. However, in the case of an event of default arising out of certain events of bankruptcy, insolvency or reorganization respect to us (as set forth in the Indentures), 100% of the principal of and accrued and unpaid interest on the Convertible Senior Notes will automatically become due and payable. |
Asset-Backed Securitizations |
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On December 19, 2014 (the “Closing Date”), we completed our first securitization transaction of $504.5 million, which involved the issuance and sale in a private offering of single-family rental pass-through certificates (the “Certificates”) issued by a trust (the “Trust”) established by us. The Certificates represent beneficial ownership interests in a loan secured by a portfolio of 4,095 single-family homes operated as rental properties (collectively, the “Properties”) contributed from our portfolio of single-family homes to a newly-formed special purpose entity indirectly owned by us. Subsequent to the Closing Date, we repaid $2.0 million in principal and reduced the portfolio to 4,081 single-family homes and the total proceeds of the securitization to $502.5 million (excluding the Class G Certificate described below). Net proceeds of $477.7 million from the offering to third parties were distributed to our operating partnership, and used, primarily, to repay a portion of the senior secured revolving credit facility of our subsidiary, Starwood Waypoint Borrower, LLC, for acquisitions, and for general corporate purposes. A principal-only bearing subordinate Certificate, Class G, in the amount of $26.6 million, was retained by us. |
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Each class of pass-through certificate (other than Class G and Class R) offered to investors (the “Offered Certificates”) accrues interest at a rate based on one-month LIBOR plus a pass-through rate ranging from 1.30-4.55%. The table below shows the initial balance and pass-through rate for each class of the Offered Certificates. The weighted average of the fixed-rate spreads of the Offered Certificates is approximately 2.37%. Taking into account the discount at which certain of the certificates were sold, and assuming the successful exercise of the three one-year extension options of the Loan Agreement (as defined below) and amortization of the discount over the resulting fully extended period, the effective weighted average of the fixed-rate spreads of the Offered Certificates is 2.46%. |
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On the Closing Date, the Offered Certificates had the following initial par certificate balances, pass-through rates and ratings: |
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(in thousands) | | Initial | | Pass-Through | | Ratings | | | | | | | | | | |
Certificate | | Balance | | Rate | | (KBRA/Moody's/Morningstar) | -1 | | | | | | | | | | |
Class A | | $ | 234,231 | | | One-Month LIBOR + 1.30 | % | | AAA(sf)/Aaa(sf)/AAA | | | | | | | | | | |
Class B | | | 61,260 | | | One-Month LIBOR + 1.95 | % | | AA(sf)/Aa2(sf)/AA+ | | | | | | | | | | |
Class C | | | 55,855 | | | One-Month LIBOR + 2.65 | % | | A-(sf)/A2(sf)/A+ | | | | | | | | | | |
Class D | | | 39,639 | | | One-Month LIBOR + 3.20 | % | | BBB+(sf)/Baa2(sf)/BBB+ | | | | | | | | | | |
Class E | | | 80,359 | | | One-Month LIBOR + 4.30 | % | | BBB-(sf)/NR/BBB- | | | | | | | | | | |
Class F | | | 33,152 | | | One-Month LIBOR + 4.55 | % | | BB+(sf)/NR/BB+ | | | | | | | | | | |
Class R | | | N/A | | | N/A | | | Not rated | | | | | | | | | | |
Total/Effective weighted-average | | $ | 504,496 | | | 2.37 | % | | | | | | | | | | | | | | | |
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| -1 | | The ratings shown are those of Kroll Bond Rating Agency, Inc. (“KBRA”), Moody’s Investors Service, Inc. (“Moody’s”) and Morningstar Credit Ratings, LLC (“Morningstar”). The interest rates on the certificates and classification are based on a credit assessment and rating by these rating agencies of the credit quality of the portfolio of the initial 4,095 homes securing the certificates and do not reflect any credit rating of us as an entity. | | | | | | | | | | | | | | | | | | | |
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The assets of the Trust consist primarily of a single componentized promissory note (the “Note”) issued by a special purpose entity, SWAY 2014-01 Borrower, LLC, a Delaware limited liability company (the “Borrower”), evidencing a monthly-pay mortgage loan with an initial principal balance of $531.0 million, having six floating rate components and one fixed-rate component (the “Loan”). The Loan has a two-year term with three 12-month extension options and is guaranteed by the Borrower’s sole member (the “Equity Owner”), also a special purpose entity owned by us. The Loan is secured by a pledge of all of the assets of the Borrower, including first priority mortgages on the Properties, and the Equity Owner’s obligations under its guaranty is secured by a pledge of all of the assets of the Equity Owner, including a security interest in the sole membership interest in the Borrower. SWAY 2014-01 Depositor, LLC, our wholly-subsidiary, (the “Depositor”), the Borrower and the Equity Owner are under our common control. |
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The Loan was originated on the Closing Date between JPMorgan Chase Bank, National Association (the “Loan Seller”) and the Borrower. The Loan Seller sold the Loan to the Depositor, which then transferred the Loan to the Trustee (as defined below) of the Trust in exchange for the issuance of the Certificates. The Certificates were issued pursuant to a Trust and Servicing Agreement (the “Trust and Servicing Agreement”) between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). Distributions will be made on the Certificates monthly on the 4th Business Day following the 13th day of each month (or, if such 13th day is not a Business Day, the immediately preceding Business Day), commencing in January 2015. The Class A, Class B, Class C, Class D, Class E and Class F Certificates accrue interest from and including the Closing Date. The Class R Certificates represent the residual interests in the Trust real estate mortgage investment conduit and do not have an initial certificate balance, pass-through rate, rating, or rated final distribution date and will not be entitled to distributions of principal or interest. |
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The pass-through certificates represent the entire beneficial interest in the trust. The certificates (other than Class G) were offered and sold to qualified institutional buyers and non-U.S. persons through the placement agents retained for the transaction pursuant to the exemptions from registration provided by Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended. As part of the securitization transaction, various subsidiaries of us, through both distributions and contributions, transferred the Properties to Borrower, an indirect subsidiary of us, which then entered into the Loan Agreement. The Loan was deposited into the Trust in exchange for the pass-through certificates. |
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We evaluated the accounting for the securitization transaction under ASC 860, Transfers and Servicing. Specifically, we considered ASC 860-10-40-4 in determining whether the Depositor has surrendered control over the Loan as part of transferring it to the Trustee of the Trust. In this evaluation, we first considered and concluded that the transferee (i.e., the Trustee of the Trust), which is a fully separate and independent entity, over which we have no control, would not be consolidated by the transferor (i.e., the Depositor). Next, as the Depositor has fully sold, transferred and assigned all right, title and interest in the Loan under terms of the Trust and Servicing Agreement, we have concluded that it has no continuing involvement in the Loan. Lastly, we have considered all other relevant arrangements and agreements related to the transfer of the Loan, noting no facts or circumstances inconsistent with the above analysis. |
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We have also evaluated the transfer of the Loan from the Depositor to the Trustee of the Trust under ASC 860-10-40-5, noting that the Loan has been isolated from the Depositor, even in bankruptcy or receivership, which has been supported by a true sale opinion obtained as part of the securitization transaction. Additionally, the third-party holders of the Certificates are freely able to pledge or exchange their Certificates and we maintain no other form of effective control over the Loan through repurchase agreements, cleanup calls or otherwise. Accordingly, we have concluded that the transfer of the Loan from the Depositor to the Trust meets the conditions for a sale of financial assets under ASC 860-10-40-4 through ASC 860-10-40-5 and have therefore derecognized the Loan in accordance with ASC 860-20. As such, our consolidated financial statements, through the Borrower, our consolidated subsidiary, will continue to reflect the Properties at historical cost basis and a loan payable will be recorded in an amount equal to the principal balance outstanding on the Loan as discussed in further detail below. |
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Securitization Loan Agreement |
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As described above, on the Closing Date, the Borrower entered into a loan agreement (the “Loan Agreement”), with JPMorgan Chase Bank, National Association, as lender (“Lender”). Pursuant to the Loan Agreement, the Borrower borrowed $531.0 million from Lender. The Loan is a two-year, floating rate loan, composed of six floating rate components, each of which is computed monthly based on one-month LIBOR plus a fixed component spread, and one fixed rate component. Interest on the Loan Agreement is paid monthly. As part of certain lender requirements in connection with the securitization transaction described above, the Borrower entered into an interest rate cap agreement for the initial two-year term of the Loan, with a LIBOR-based strike rate equal to 3.615%. The outstanding balance on the Loan, as of December 31, 2014 was approximately $526.8 million. |
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For purposes of computing, among other things, interest accrued on the Loan, the Loan is divided into seven components designated as “Component A,” “Component B,” “Component C,” “Component D,” “Component E” “Component F” and “Component G.” Each of the components corresponds to one class of Certificates with the same alphabetical designation and had, at the Closing Date of the transaction, an initial component balance equal to the corresponding class of Offered Certificates. The following table sets forth the initial principal amount of each component and the component spread added to the one-month LIBOR for each monthly interest period: |
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(in thousands) | | Initial | | Component | | | | | | | | | | | | | | | |
Component | | Principal Amount | | Spread(1) | | | | | | | | | | | | | | | |
Component A | | $ | 234,231 | | | One-Month LIBOR + 1.4075 | % | | | | | | | | | | | | | | | |
Component B | | | 61,260 | | | One-Month LIBOR + 2.0575 | % | | | | | | | | | | | | | | | |
Component C | | | 55,855 | | | One-Month LIBOR + 2.7575 | % | | | | | | | | | | | | | | | |
Component D | | | 39,639 | | | One-Month LIBOR + 3.3075 | % | | | | | | | | | | | | | | | |
Component E | | | 80,359 | | | One-Month LIBOR + 4.4075 | % | | | | | | | | | | | | | | | |
Component F | | | 33,152 | | | One-Month LIBOR + 4.6575 | % | | | | | | | | | | | | | | | |
Component G | | | 26,553 | | | 0.0005 | % | | | | | | | | | | | | | | | |
Total/Effective weighted-average | | $ | 531,049 | | | 2.3528 | % | | | | | | | | | | | | | | | |
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| -1 | | Component Spread is a per annum rate equal to the sum of (a) the spread added to LIBOR to determine the pass-through rate for the class of Certificates corresponding to such component of the Loan, (b) the servicing fee and (c) the CREFC® license fee. If LIBOR is unascertainable, the components will accrue based on the prime rate defined in the Loan Agreement. | | | | | | | | | | | | | | | | | | | |
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The Loan is secured by first priority mortgages on the Properties, which are owned by the Borrower. The Loan is also secured by a first priority pledge of the equity interests of the Borrower. The initial maturity date of the Loan is January 9, 2017 (the “Initial Maturity Date”). Borrower has the option to extend the Loan beyond the Initial Maturity Date for three successive one-year terms, provided that there is no event of default under the Loan Agreement on each maturity date, Borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to Lender, and Borrower complies with the other terms set forth in the Loan Agreement. The Loan Agreement requires that the Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on indebtedness Borrower can incur, limitations on sales and dispositions of the Properties, required maintenance of specified cash reserves, and various restrictions on the use of cash generated by the operations of the Properties while the Loan Agreement is outstanding. The Loan Agreement also includes customary events of default, the occurrence of which would allow the Lender accelerate payment of all amounts outstanding thereunder and to require that all of the rental income associated with the real estate properties of the Borrower, after payment of specified operating expenses, asset management fees and interest, be required to prepay the Loan Agreement. The Borrower is also required to furnish various financial and other reports to the Lender. |
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Our underwriting process for residents of the Properties is consistent with the review and underwriting process for the other SFR owned by us. In limited circumstances in which a Property fails to comply with the property covenants and representations in the Loan Agreement and provided there is no event of default, we may substitute a comparable property meeting specified criteria or repay the allocated loan amount for such Property. |
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In connection with the Loan, we provided the Lender with a limited recourse guaranty agreement under which it agreed to indemnify the lender against specified losses due to fraud, misrepresentation, misapplication of funds, physical waste, breaches of specified representations, warranties and covenants, as well as a guaranty of the entire amount of the Loan Agreement, not to exceed the greater of (i) $35.0 million (or if less, the entire outstanding balance of the Components A through F) and (ii) thirty-five percent of the aggregate outstanding balance of Components A through F, in the event that the Borrower files insolvency proceedings or violates certain covenants that result in its being substantively consolidated with any other entity that is subject to a bankruptcy proceeding. The guarantee also includes resolution of the cross-attaching liens which represents a potential exposure to us for as much as $95.6 million. |
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We have accounted for the transfer of the Loan to the Trustee of the Trust as a sale under ASC 860 with no resulting gain or loss as the Loan was both originated by the Loan Seller and immediately transferred at the same fair market value. We have also evaluated the purchased Class G certificates as a variable interest in the Trust and concluded that the Class G certificates will not absorb a majority of the Trust's expected losses or receive a majority of the Trust's expected residual returns. Additionally, we have concluded that the Class G certificates do not provide us with any ability to direct activities that could impact the Trust's economic performance. Accordingly, we do not consolidate the Trust and consolidate, at historical cost basis, the 4,081 homes placed as collateral for the Loan and have recorded a $526.8 million net asset-backed securitization liability at December 31, 2014, representing the principal balance outstanding on the Loan, net of unamortized loan discounts of $2.2 million, in the accompanying consolidated balance sheets. Separately, the $26.6 million of purchased Class G certificates have been reflected as asset-backed securitization certificates in the accompanying consolidated balance sheets as of December 31, 2014. |
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Interest Rate Caps |
In connection with the effectiveness of the SFR Facility, we purchased interest rate caps to protect against increases in monthly LIBOR above 3.0%. Continuation of that cap for an additional year (or purchase of a new rate cap) is a condition to any extension of maturity. |
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As of December 31, 2014, we had five interest rate caps used to mitigate our exposure to potential future increases in USD-LIBOR rates in connection with the SFR Facility. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. These caps have maturities within the next three years and a total notional amount of $600.0 million. |
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As of December 31, 2014, we had one interest rate cap used to mitigate our exposure to potential future increases in USD-LIBOR rates in connection with the asset-backed securitization. This cap matures in January 2017 and has a total notional amount of $50.5 million, of which 90 percent or $45.5 million of the cap notional, was designated in a cash flow hedging relationship as of December 31, 2014. |
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (“OCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended December 31, 2014 such derivatives were used to hedge the variable cash flows, indexed to USD-LIBOR, associated with existing variable-rate loan agreements. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and twelve months ended December 31, 2014, the Company recorded no hedge ineffectiveness in earnings. |
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. Over the next 12 months, we estimate that approximately $3,000 will be reclassified out of accumulated other comprehensive income as an increase to interest expense. |
The table below presents the fair value of our derivative financial instruments as of December 31, 2014. We had no outstanding derivatives at December 31, 2013 (in thousands): |
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| | Fair Value of Derivatives in an | | | | | | | | | | | | | | | | |
| | Asset Position As of December 31, | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | | | | | | | | |
Derivatives Designated as Hedging Instruments: | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps | | $ | 104 | | $ | — | | | | | | | | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments: | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps | | | 322 | | | — | | | | | | | | | | | | | | | | |
Total derivatives | | $ | 426 | | $ | — | | | | | | | | | | | | | | | | |
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The tables below present the effect of our derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2014 and 2013 (in thousands): |
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| | | | | | | | | | | | | | | | | | Amount of Gain or (Loss) |
| | | | | | | | | | | | | | | | | | Recognized in Income on Derivative |
| | | | | | | | | | Amount of Gain or (Loss) | | Location of Gain or (Loss) | | (Ineffective Portion, Reclassifications |
| | Amount of Gain or (Loss) | | | | Reclassified from | | Recognized in Income on | | of Missed Forecasted |
| | Recognized in OCI on | | Location of Gain or (Loss) | | Accumulated OCI on | | Derivative (Ineffective | | Transactions and Amounts Excluded |
Derivatives in | | Derivative (Effective Portion) | | Reclassified from | | Derivative (Effective Portion) | | Portion and Amount | | from Effectiveness Testing) |
Cash Flow | | Year Ended December 31, | | Accumulated OCI on | | Year Ended December 31, | | Excluded from | | Year Ended December 31, |
Hedging Relationships | | 2014 | | 2013 | | Derivative (Effective Portion) | | 2014 | | 2013 | | Effectiveness Testing) | | 2014 | | 2013 |
Interest rate caps | | $ | -70 | | $ | — | | Interest expense | | $ | — | | $ | — | | Other expense | | $ | — | | $ | — |
| | $ | -70 | | $ | — | | | | $ | — | | $ | — | | | | $ | — | | $ | — |
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| | | | Amount of Loss | | | | | | | | | | | | | | |
| | | | Recognized in Income for the | | | | | | | | | | | | | | |
| | | | Year Ended December 31, | | | | | | | | | | | | | | |
Derivatives Not Designated | | Location of Gain (Loss) | | | | | | | | | | | | | | | | | | | | |
as Hedging Instruments | | Recognized in Income | | 2014 | | 2013 | | | | | | | | | | | | | | |
Interest rate caps | | Loss on derivative financial instruments, net | | $ | -706 | | $ | — | | | | | | | | | | | | | | |
| | | | $ | -706 | | $ | — | | | | | | | | | | | | | | |
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Currently, we use interest rate cap agreements to manage our interest rate risk. The valuation of derivative contracts is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable inputs, including interest rate curves and implied volatilities. |
We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. |
Although we have determined that the majority of the inputs used to value our derivatives fall within Level II of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level III inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2014, we have assessed the significance of the impact of credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level II of the fair value hierarchy. |
Total Borrowings |
As of December 31, 2014, we had total outstanding borrowings of $1.8 billion, of which borrowings under our credit facilities were $895.5 million, and the total recorded amount related to asset-backed securitizations were $526.8 million and the total recorded amount related to the convertible senior notes was $363.1 million. During the year ended December 31, 2014, we incurred $35.2 million in interest expense and capitalized approximately $2.2 million related to this indebtedness. We had no interest expense during the year ended December 31, 2013 or the period from May 23, 2012 (inception) through December 31, 2012. |
As of December 31, 2014, we had approximately $40.1 million in deferred financing costs. We amortize these costs using the effective interest rate method. During the year ended December 31, 2014, we amortized $6.0 million of financing costs that were recorded as interest expense in our consolidated statement of operations and $0.4 million was capitalized. As of December 31, 2014, we are in compliance with all of our debt facility requirements. |
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The following table summarizes our contractual maturities of our debt as of December 31, 2014 (in thousands). |
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Year | | | | | | | | | | | | | | | | | | | | | | |
2015 | $ | 454,249 | | | | | | | | | | | | | | | | | | | | |
2016 | | — | | | | | | | | | | | | | | | | | | | | |
2017 | | 1,142,740 | | | | | | | | | | | | | | | | | | | | |
2018 | | — | | | | | | | | | | | | | | | | | | | | |
2019 | | 230,000 | | | | | | | | | | | | | | | | | | | | |
Thereafter | | — | | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,826,989 | | | | | | | | | | | | | | | | | | | | |
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