Secured Revolving Repurchase Agreements, Senior Secured Credit Facility and Notes Payable | (6) Secured Revolving Repurchase Agreements, Senior Secured Credit Facility and Notes Payable At September 30, 2018 and December 31, 2017, the Company had secured revolving repurchase agreements, senior secured credit facilities and notes payable for certain of the Company’s originated loans. These financing agreements bear interest at a rate equal to LIBOR plus a credit spread determined primarily by advance rate and property type. The agreements contain covenants that include certain financial requirements, including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio, current ratio and limitations on capital expenditures, indebtedness, distributions, transactions with affiliates and maintenance of positive net income as defined in the agreements. The following table presents certain information regarding the Company’s notes payable, secured revolving repurchase agreements, and senior secured credit facilities as of September 30, 2018 and December 31, 2017, respectively. Except as otherwise noted, all agreements are on a non-recourse basis. Amounts included are shown in thousands: As of September 30, 2018 Notes Payable Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of the Ozarks 08/23/19 1 Month Libor 4.5 % 5.8 % $ 76,161 $ 7,323 $ 68,838 $ 98,340 BMO Harris Bank ( 1) 04/09/20 1 Month Libor 2.7 4.0 32,500 — 32,500 45,000 Subtotal 108,661 7,323 101,338 143,340 Repurchase Agreements Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Goldman Sachs ( 1) 08/19/19 1 Month Libor 2.3 % 4.4 % $ 750,000 $ 378,430 $ 371,570 $ 780,647 Wells Fargo ( 1) 05/25/19 1 Month Libor 1.9 4.1 750,000 305,988 444,012 600,575 JP Morgan ( 1) 08/20/21 1 Month Libor 2.1 4.2 428,802 91,486 337,316 455,267 Morgan Stanley ( 1) 05/04/19 1 Month Libor 2.3 4.5 500,000 245,254 254,746 337,591 US Bank ( 1) 10/09/21 1 Month Libor 1.8 4.0 212,840 6,800 206,040 261,300 Goldman Sachs (CMBS) ( 2) 12/03/18 3 Month Libor 0.2 2.5 100,000 65,226 34,774 38,710 Royal Bank of Canada (CMBS) ( 2) N/A 3 Month Libor N/A N/A 100,000 100,000 — — Subtotal 2,841,642 1,193,184 1,648,458 2,474,090 Senior Secured Credit Facilities Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of America ( 1) 09/29/20 1 Month Libor 1.9 % 4.1 % $ 500,000 $ 112,560 387,440 486,666 Citibank (3) 07/12/20 1 Month Libor 2.3 4.5 160,000 95,856 64,144 133,000 $ 660,000 $ 208,416 $ 451,584 $ 619,666 Total $ 3,610,303 $ 1,408,923 $ 2,201,380 $ 3,237,096 (1) Borrowings under secured revolving repurchase agreements, one senior secured credit facility, and one note payable with a guarantee for 25% recourse. (2) Borrowings under secured revolving repurchase agreements with a guarantee for 100% recourse. Maturity Date represents the sooner of the next maturity date of the CMBS secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to September 30, 2018. (3) Borrowings under the senior secured credit facility with a guarantee for 100% recourse. As of December 31, 2017 Notes Payable Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of the Ozarks 08/23/19 1 Month Libor 4.5 % 5.9 % $ 92,400 $ 43,979 $ 48,421 $ 69,172 Bank of the Ozarks 08/31/18 1 Month Libor 4.0 5.4 68,600 14,151 54,449 77,784 Deutsche Bank 09/25/19 1 Month Libor 3.5 4.9 64,779 15,895 48,884 81,473 Deutsche Bank 06/29/18 1 Month Libor 3.3 4.6 49,644 18,224 31,420 48,339 Bank of the Ozarks 05/22/18 1 Month Libor 4.8 6.1 48,750 17,479 31,271 48,109 Deutsche Bank 12/09/18 1 Month Libor 3.7 5.0 42,543 1 42,542 60,775 BMO Harris Bank ( 1) 04/09/20 1 Month Libor 2.7 4.0 32,500 — 32,500 45,000 Subtotal 399,216 109,729 289,487 430,652 Repurchase Agreements Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Goldman Sachs ( 1) 08/19/18 1 Month Libor 2.2 % 3.6 % $ 750,000 $ 183,253 $ 566,747 $ 890,736 Wells Fargo ( 1) 05/25/19 1 Month Libor 2.1 3.6 750,000 232,462 517,538 814,886 JP Morgan ( 1) 08/20/18 1 Month Libor 2.5 4.0 376,942 120,014 256,928 382,135 Morgan Stanley ( 1) 05/04/19 1 Month Libor 2.4 3.9 500,000 120,002 379,998 533,707 US Bank ( 1) 12/09/19 1 Month Libor 2.0 3.6 150,000 78,600 71,400 93,000 Goldman Sachs (CMBS) ( 2) 03/02/18 3 Month Libor 0.1 1.6 100,000 64,615 35,385 39,332 Royal Bank of Canada (CMBS) ( 2) 03/20/18 3 Month Libor 1.0 2.6 100,000 92,195 7,805 8,418 Subtotal 2,726,942 891,141 1,835,801 2,762,214 Senior Secured Credit Facility Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of America ( 1) 09/29/20 1 Month Libor — — $ 250,000 $ 250,000 — — Total $ 3,376,158 $ 1,250,870 $ 2,125,288 $ 3,192,866 (1) Borrowings under secured revolving repurchase agreements, senior secured credit facility, and one note payable with a guarantee for 25% recourse. (2) Borrowings under secured revolving repurchase agreements with a guarantee for 100% recourse. Maturity Date represents the sooner of the next maturity date of the CMBS secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to December 31, 2017. Notes Payable The Company uses note-on-note financing agreements to finance certain of its lending activities. The Company designates these asset-specific financings as notes payable on the consolidated balance sheets. Our ability to draw the undrawn capacity is conditioned upon satisfaction by our borrower of conditions precedent to a funding on the underlying loan pledged as collateral, and by our pro rata funding with equity of the remaining future funding obligation. Amounts designated as undrawn capacity under our asset-specific financings may only be used to satisfy our future funding obligations on the respective underlying pledged loan. As of September 30, 2018 and December 31, 2017, the Company had two and seven note-on-note financing agreements, respectively. These asset-specific financing arrangements allow for additional advances up to a specified cap. As of September 30, 2018 and December 31, 2017, the note-on-note financing agreements were secured by two and seven particular loans held for investment, respectively. During the three months ended September 30, 2018, the outstanding borrowings under the asset-specific financing arrangement with Deutsche Bank was repaid. The Company’s notes payable have the following guarantees: (1) Deutsche Bank and Bank of the Ozarks: Holdco has provided funding guarantees under which Holdco guarantees the funding obligations of the special purpose lending entity in limited circumstances. In addition, under the Deutsche Bank and Bank of the Ozarks asset-specific financings, Holdco has delivered limited non-recourse carve-out guarantees in favor of the lenders as additional credit support for the financings. These guarantees trigger recourse to Holdco as a result of certain “bad boy” defaults for actual losses incurred by such party, or the entire outstanding obligations of the financing borrower, depending on the nature of the “bad boy” default in question; and (2) BMO Harris: Holdco has delivered a payment guarantee in favor of the lender as additional credit support for the financing. The liability of Holdco under this guarantee is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the financing. In addition, Holdco has delivered a non-recourse carveout guarantee, which can trigger recourse to Holdco as a result of certain “bad boy” defaults for losses incurred by BMO Harris or the entire outstanding obligations of the financing borrower, depending on the nature of the “bad boy” default in question. All notes payable at September 30, 2018 are guaranteed by Holdco, and the agreements include guarantor covenants regarding liquid assets and net worth requirements. One of these loans at September 30, 2018 is 25% recourse to Holdco. The Company believes it was in compliance with all covenants as of September 30, 2018 and December 31, 2017. Secured Revolving Repurchase Agreements The Company utilizes secured revolving repurchase agreements to finance the direct origination or acquisition of commercial real estate mortgage loans and CMBS. Under these secured revolving repurchase agreements, the Company transfers all of its rights, title and interest in the loans or CMBS to the repurchase counterparty in exchange for cash, and simultaneously agrees to reacquire the asset at a future date for an amount equal to the cash exchanged plus an interest factor. The repurchase counterparty collects all principal and interest on related loans or CMBS and remits to the Company only the net after collecting its interest and other fees. The loan and CMBS investment related secured revolving repurchase agreements are 25% and 100% recourse to Holdco, respectively. At September 30, 2018 and December 31, 2017, the Company had five secured revolving repurchase agreements to finance its loan investing activities. Credit spreads vary depending upon the collateral type and advance rate. Assets pledged at September 30, 2018 and December 31, 2017 consisted of 54 and 48 mortgage loans, respectively. During the three months ended September 30, 2018, the Company amended its Goldman Sachs Bank USA and JPMorgan Chase Bank, National Association secured revolving repurchase facilities, extending the maturity dates to August 19, 2019 and August 20, 2021, respectively. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans, all of which are considered long-term borrowings, and comprise counterparty concentration risks, at September 30, 2018 (dollars in thousands): September 30, 2018 Commitment Amount UPB of Collateral Carrying Value of Collateral ( 1) Amounts Payable under Repurchase Agreements ( 2) Net Counterparty Exposure ( 3) Percent of Stockholders' Equity Days to Extended Maturity Goldman Sachs Bank $ 750,000 $ 780,647 $ 777,782 $ 372,207 $ 405,575 30.5 % 323 Wells Fargo Bank 750,000 600,575 599,306 444,777 154,529 11.6 968 Morgan Stanley Bank ( 4) 500,000 337,591 340,286 256,139 84,147 6.3 N/A JP Morgan Chase Bank 428,802 455,267 454,381 337,879 116,502 8.8 1,785 US Bank 212,840 261,300 259,845 206,334 53,511 4.0 1,835 Subtotal / Weighted Average 2,641,642 2,435,380 2,431,600 1,617,336 814,264 1,126 (1) Amounts shown in the table include interest receivable of $14.3 million and are net of premium, discount and origination fees of $18.1 million. (2) Amounts shown in the table include interest payable of $3.7 million and do not reflect unamortized deferred financing fees of $8.8 million. (3) Represents the net carrying value of the commercial real estate assets sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) The Morgan Stanley Bank credit facility is excluded from the Days to Extended Maturity calculation because it does not have a limit on the maximum number of permitted extensions. At September 30, 2018 and December 31, 2017, the Company had two secured revolving repurchase agreements to finance its CMBS investing activities. Credit spreads vary depending upon the CMBS and advance rate. Assets pledged at September 30, 2018 and December 31, 2017 consisted of two mortgage-backed securities. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by CMBS, all of which are considered short-term borrowings, and comprise counterparty concentration risks, at September 30, 2018 (dollars in thousands): September 30, 2018 Commitment Amount UPB of Collateral Carrying Value of Collateral ( 1) Amounts Payable under Repurchase Agreements ( 2) Net Counterparty Exposure ( 3) Percent of Stockholders' Equity Days to Extended Maturity ( 4) Goldman Sachs Bank $ 100,000 $ 38,710 $ 37,468 $ 35,049 $ 2,419 0.2 % $ 64 Royal Bank of Canada 100,000 — — — — — — Subtotal / Weighted Average $ 200,000 $ 38,710 $ 37,468 $ 35,049 $ 2,419 64 Total / Weighted Average - Loans and CMBS $ 2,841,642 $ 2,474,090 $ 2,469,068 $ 1,652,385 $ 816,683 1,099 (1) Amounts shown in the table include interest receivable of $0.1 million and are net of premium, discount, and unrealized gains of $1.4 million. (2) Amounts shown in the table include interest payable of $0.3 million. (3) Represents the net carrying value of available-for-sale securities sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) Represents the sooner of the next maturity date of the CMBS secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to September 30, 2018. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans, all of which are considered long-term borrowings, and comprise counterparty concentration risks, at December 31, 2017 (dollars in thousands): December 31, 2017 Commitment Amount UPB of Collateral Carrying Value of Collateral ( 1) Amounts Payable under Repurchase Agreements ( 2) Net Counterparty Exposure ( 3) Percent of Stockholders' Equity Days to Extended Maturity Goldman Sachs Bank $ 750,000 $ 890,736 $ 887,667 $ 568,012 $ 319,655 26.6 % 596 Wells Fargo Bank 750,000 814,886 811,257 518,353 292,904 24.4 1,241 Morgan Stanley Bank ( 4) 500,000 533,707 531,747 380,592 151,155 12.6 N/A JP Morgan Chase Bank 376,942 382,135 382,542 257,484 125,058 10.4 963 US Bank 150,000 93,000 92,448 71,573 20,875 1.7 1,804 Subtotal / Weighted Average 2,526,942 2,714,464 2,705,661 1,796,014 909,647 960 (1) Amounts shown in the table include interest receivable of $11.6 million and are net of premium, discount and origination fees of $20.4 million. (2) Amounts shown in the table include interest payable of $3.4 million and do not reflect unamortized deferred financing fees of $8.7 million. (3) Represents the net carrying value of the commercial real estate assets sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) The Morgan Stanley Bank credit facility is excluded from the Days to Extended Maturity calculation because it does not have a limit on the maximum number of permitted extensions. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by CMBS, all of which are considered short-term borrowings, and comprise counterparty concentration risks, at December 31, 2017 (dollars in thousands): December 31, 2017 Commitment Amount UPB of Collateral Carrying Value of Collateral ( 1) Amounts Payable under Repurchase Agreements ( 2) Net Counterparty Exposure ( 3) Percent of Stockholders' Equity Days to Extended Maturity ( 4) Goldman Sachs Bank $ 100,000 $ 39,332 $ 39,213 $ 35,426 $ 3,787 0.3 % 61 Royal Bank of Canada 100,000 8,418 8,675 7,879 796 0.1 79 Subtotal / Weighted Average $ 200,000 $ 47,750 $ 47,888 $ 43,305 $ 4,583 64 Total / Weighted Average - Loans and CMBS $ 2,726,942 $ 2,762,214 $ 2,753,549 $ 1,839,319 $ 914,230 933 (1) Amounts shown in the table include interest receivable of $0.1 million. (2) Amounts shown in the table include interest payable of $0.1 million. (3) Represents the net carrying value of available-for-sale securities sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) Represents the sooner of the next maturity date of the CMBS secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to December 31, 2017. The agreements include various covenants covering net worth, liquidity, recourse limitations, and debt coverage. The Company believes it was in compliance with all covenants as of September 30, 2018 and December 31, 2017. Senior Secured Credit Facilities On July 12, 2018, the Company entered into a credit agreement (the “Credit Agreement”), as borrower, with Citibank, N.A. as administrative agent and lender, and Citigroup Global Markets Inc. as sole lead arranger and sole lead book running manager. The Credit Agreement governs a secured revolving credit facility with aggregate secured borrowing capacity of up to $160.0 million, subject to borrowing base availability and certain other conditions, which the Company occasionally uses to finance originations or acquisitions of eligible loans on an interim basis until permanent financing is arranged. The Credit Agreement has an initial maturity date of July 12, 2020, and borrowings bear interest at an interest rate per annum equal to one-month LIBOR or the applicable base rate plus a margin of 2.25%. The initial advance rate on borrowings under the Credit Agreement with respect to individual pledged assets is 70%, and declines over a 90-day period, after which borrowings against that respective asset must be repaid. On September 29, 2017, the Company and Bank of America N.A. entered into a senior secured credit facility agreement that had a maximum facility amount of $250 million, which could increase from time to time, up to $500 million, at the Company’s request and agreement by the lender. The Company previously exercised its accordion feature to increase the maximum facility amount to $500 million. The current extended maturity of this facility is September 29, 2022. The following table details the senior secured credit facilities as of September 30, 2018 (dollars in thousands): September 30, 2018 Senior Secured Credit Facilities Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Bank of America 9/29/2020 1 Month Libor 1.9 % 4.1 % $ 500,000 $ 112,560 $ 387,440 Citibank 7/12/2020 1 Month Libor 2.3 % 4.5 % $ 160,000 $ 95,856 $ 64,144 There were no amounts outstanding on the Bank of America senior secured credit facility at December 31, 2017. The Bank of America senior secured credit facility is 25% recourse to Holdco. The Holdco guaranty includes various covenants covering net worth, liquidity, recourse limitations and debt coverage. The Citibank credit facility is 100% recourse to Holdco. The Company believes it was in compliance with all covenants as of September 30, 2018 and December 31, 2017. |