Secured Revolving Repurchase Agreements, Senior Secured and Secured Credit Agreements, Term Loan Facility, and Asset-Specific Financings | (6) Secured Revolving Repurchase Agreements, Senior Secured and Secured Credit Agreements, Term Loan Facility, and Asset-Specific Financing At March 31, 2019 and December 31, 2018, the Company had secured revolving repurchase agreements, senior secured and secured credit agreements, a term loan facility and an asset-specific financing for certain of the Company’s originated loans. In general, these financing arrangements bear interest at a rate equal to LIBOR plus a credit spread determined primarily by advance rate and property type. The financing arrangements 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 secured revolving repurchase agreements, senior secured and secured credit agreements, and asset-specific financing as of March 31, 2019 and December 31, 2018. Except as otherwise noted, all agreements are on a non-recourse basis (dollars in thousands): As of March 31, 2019 Asset-specific Financing Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral BMO Harris Bank (1) 04/09/20 1 Month LIBOR 2.7 % 4.0 % $ 32,500 — $ 32,500 $ 45,000 Subtotal $ 32,500 — $ 32,500 $ 45,000 Secured Revolving Repurchase Agreements Goldman Sachs (1) 08/19/19 1 Month LIBOR 2.2 % 4.7 % $ 750,000 $ 397,738 $ 352,262 $ 550,082 Wells Fargo (1) 05/25/19 1 Month LIBOR 1.7 4.2 750,000 383,024 366,976 518,183 Morgan Stanley (1) 05/04/19 1 Month LIBOR 2.2 4.7 500,000 286,293 213,707 283,514 JP Morgan (1) 08/20/21 1 Month LIBOR 2.2 4.6 400,000 194,702 205,298 279,270 US Bank (1) 10/09/21 1 Month LIBOR 1.8 4.3 233,883 17,243 216,640 273,137 Goldman Sachs (CMBS and CRE CLO) (2) 04/25/19 1 Month OIS 0.6 3.1 50,666 — 50,666 61,051 JP Morgan (CMBS and CRE CLO) (2) 04/27/19 1 Month LIBOR 1.0 3.5 182,587 — 182,587 210,090 Wells Fargo (CMBS and CRE CLO) (2) 04/29/19 1 Month LIBOR 1.0 3.5 26,933 — 26,933 30,811 Royal Bank of Canada (CMBS and CRE CLO) (2) N/A N/A N/A N/A — — — — Subtotal $ 2,894,069 $ 1,279,000 $ 1,615,069 $ 2,206,138 Senior Secured and Secured Credit Agreements Bank of America (1) 09/29/20 1 Month LIBOR 1.8 % 4.3 % $ 500,000 $ 101,560 398,440 512,699 Citibank (3) 07/12/20 1 Month LIBOR 2.3 4.8 160,000 98,644 61,355 87,651 Subtotal $ 660,000 $ 200,204 $ 459,795 $ 600,350 Total $ 3,586,569 $ 1,479,204 $ 2,107,364 $ 2,851,488 (1) Borrowings under secured revolving repurchase agreements, a senior secured credit agreement, and one asset-specific financing arrangement 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 and CRE CLO investment secured revolving repurchase agreement, or roll over date for the applicable underlying trade confirmation, subsequent to March 31, 2019. (3) Borrowings under the secured credit agreement with a guarantee for 100% recourse. As of December 31, 2018 Asset-specific Financing Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral BMO Harris Bank (1) 04/09/20 1 Month LIBOR 2.7 % 4.0 % $ 32,500 — $ 32,500 $ 45,000 Subtotal $ 32,500 — $ 32,500 $ 45,000 Secured Revolving Repurchase Agreements Goldman Sachs (1) 08/19/19 1 Month LIBOR 2.2 % 4.6 % $ 750,000 $ 558,836 $ 191,164 $ 474,243 Wells Fargo (1) 05/25/19 1 Month LIBOR 1.8 4.3 750,000 503,792 246,208 339,012 Morgan Stanley (1) 05/04/19 1 Month LIBOR 2.2 4.7 500,000 317,493 182,507 244,936 JP Morgan (1) 08/20/21 1 Month LIBOR 2.2 4.6 400,000 214,471 185,529 254,026 US Bank (1) 10/09/21 1 Month LIBOR 1.8 4.3 212,840 6,800 206,040 262,929 Goldman Sachs (CMBS and CRE CLO) (2) 01/02/19 1 Month OIS 0.6 2.9 100,000 67,303 32,697 38,517 Royal Bank of Canada (CMBS and CRE CLO) (2) N/A N/A N/A N/A 100,000 100,000 — — Subtotal $ 2,812,840 $ 1,768,695 $ 1,044,145 $ 1,613,663 Senior Secured and Secured Credit Agreements Bank of America (1) 09/29/20 1 Month LIBOR 1.9 % 4.2 % $ 500,000 $ 112,560 387,440 494,247 Citibank (3) 07/12/20 1 Month LIBOR 2.3 4.8 160,000 87,059 72,941 169,134 Subtotal $ 660,000 $ 199,619 $ 460,381 $ 663,381 Total $ 3,505,340 $ 1,968,314 $ 1,537,026 $ 2,322,044 (1) Borrowings under secured revolving repurchase agreements, a senior secured credit agreement, and one asset-specific financing arrangement 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 and CRE CLO investment secured revolving repurchase agreement, or roll over date for the applicable underlying trade confirmation, subsequent to December 31, 2018. (3) Borrowings under the secured credit agreement with a guarantee for 100% recourse. Asset-Specific Financing As of March 31, 2019 and December 31, 2018, the Company had one asset-specific financing arrangement to finance certain of its lending activities. The borrowing allows for additional advances up to a specified cap and is secured by one loan held for investment. Holdco has delivered a payment guarantee in favor of BMO Harris, 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. The asset specific financing at March 31, 2019 and December 31, 2018 is guaranteed by Holdco, and the agreement includes guarantor covenants regarding liquid assets and net worth requirements. The Company was in compliance with all covenants as of March 31, 2019 and December 31, 2018. Secured Revolving Repurchase Agreements The Company frequently utilizes secured revolving repurchase agreements to finance the direct origination or acquisition of commercial real estate mortgage loans, and CMBS and CRE CLO investments. Under these secured revolving repurchase agreements, the Company transfers all of its rights, title and interest in the loans, CMBS and CRE CLO investments 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 CRE CLO investments and remits to the Company only the net after collecting its interest and other fees. The loan and CMBS and CRE CLO investment related secured revolving repurchase agreements are 25% and 100% recourse to Holdco, respectively. At March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018 consisted of 53 and 51 mortgage loans, or participation interests therein, respectively. The Company’s secured revolving repurchase agreements secured by commercial mortgage loans are considered long-term borrowings. At March 31, 2019 and December 31, 2018, the Company had four and two secured revolving repurchase agreements to finance its CMBS and CRE CLO investment activities. Credit spreads vary depending upon the collateral type and advance rate. CMBS and CRE CLO investments pledged consisted of 10 CRE CLO investments and two CMBS investments at March 31, 2019 and two CMBS investments at December 31, 2018. The Company’s secured revolving repurchase agreements secured by CMBS and CRE CLO investments are considered short-term borrowings. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans and CMBS and CRE CLO investments, including counterparty concentration risks, at March 31, 2019 (dollars in thousands): March 31, 2019 Loan Financings Commitment Amount UPB of Collateral Carrying Value of Collateral (1) Amounts Payable (2) Net Counterparty Exposure (3) Percent of Stockholders' Equity Days to Extended Maturity (4) Goldman Sachs Bank $ 750,000 $ 550,082 $ 549,703 $ 353,241 $ 196,462 13.6 % 141 Wells Fargo Bank 750,000 518,183 518,900 367,380 151,520 10.5 786 Morgan Stanley Bank ( 4) 500,000 283,514 282,512 214,487 68,025 4.7 N/A JP Morgan Chase Bank 400,000 279,270 278,240 205,752 72,488 5.0 1,603 US Bank 233,883 273,137 271,761 216,946 54,815 3.8 1,836 Subtotal / Weighted Average $ 2,633,883 $ 1,904,186 $ 1,901,116 $ 1,357,806 $ 543,310 933 CMBS and CRE CLO Investment Financings Goldman Sachs Bank $ 50,666 $ 61,051 $ 59,047 $ 51,005 $ 8,042 0.6 % 26 JP Morgan ( 2) 182,587 210,090 211,402 182,982 28,420 2.0 28 Wells Fargo ( 2) 26,933 30,811 30,863 26,983 3,880 0.3 29 Royal Bank of Canada — — — — — — — Subtotal / Weighted Average $ 260,186 $ 301,952 $ 301,312 $ 260,970 $ 40,342 28 Total / Weighted Average - Loans, CMBS and CRE CLO $ 2,894,069 $ 2,206,138 $ 2,202,428 $ 1,618,776 $ 583,652 765 (1) Loan amounts shown in the table include interest receivable of $12.8 million and are net of premium, discount and origination fees of $15.8 million. CMBS and CRE CLO investment amounts shown in the table include interest receivable of $1.0 million and are net of premium, discount, and unrealized gains of $1.6 million. (2) Loan amounts shown in the table include interest payable of $2.9 million and do not reflect unamortized deferred financing fees of $6.2 million. CMBS and CRE CLO investments shown in the table include interest payable of $0.8 million. (3) Loan amounts represent 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. CMBS and CRE CLO investment amounts 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) The secured revolving repurchase agreement provided by Morgan Stanley Bank is excluded from the “Days to Extended Maturity” column because it does not have a limit on the maximum number of permitted extensions. CMBS and CRE CLO investment extended maturity represents the sooner of the next maturity date of the CMBS and CRE CLO investment secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to March 31, 2019. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans and CMBS and CRE CLO investments, including counterparty concentration risks, at December 31, 2018 (dollars in thousands): December 31, 2018 Loan Financings Commitment Amount UPB of Collateral Carrying Value of Collateral (1) Amounts Payable (2) Net Counterparty Exposure (3) Percent of Stockholders' Equity Days to Extended Maturity (4) Goldman Sachs Bank $ 750,000 $ 474,243 $ 472,797 $ 191,705 $ 281,092 21.2 % 231 Wells Fargo Bank 750,000 339,012 338,531 246,635 91,896 6.9 876 Morgan Stanley Bank (4) 500,000 244,936 245,932 183,901 62,031 4.7 N/A JP Morgan Chase Bank 400,000 254,026 253,145 185,892 67,253 5.1 1,693 US Bank 212,840 262,929 261,916 206,422 55,494 4.2 1,743 Subtotal / Weighted Average $ 2,612,840 $ 1,575,146 $ 1,572,321 $ 1,014,555 $ 557,766 1,125 CMBS and CRE CLO Investment Financings Goldman Sachs Bank $ 100,000 $ 38,517 $ 36,414 $ 32,984 $ 3,430 0.3 % 2 Royal Bank of Canada 100,000 — — — — — — Subtotal / Weighted Average $ 200,000 $ 38,517 $ 36,414 $ 32,984 $ 3,430 2 Total / Weighted Average - Loans, CMBS and CRE CLO $ 2,812,840 $ 1,613,663 $ 1,608,735 $ 1,047,539 $ 561,196 1,083 (1) Loan amounts shown in the table include interest receivable of $14.5 million and are net of premium, discount and origination fees of $17.3 million. CMBS and CRE CLO investment amounts shown in the table include interest receivable of $0.1 million and are net of premium, discount, and unrealized gains of $2.2 million. (2) Loan amounts shown in the table include interest payable of $3.1 million and do not reflect unamortized deferred financing fees of $6.7 million. CMBS and CRE CLO investment amounts shown in the table include interest payable of $0.3 million. (3) Loan amounts represent 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. CMBS and CRE CLO investment amounts represent 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) The secured revolving repurchase agreement provided by Morgan Stanley Bank is excluded from the “Days to Extended Maturity” column because it does not have a limit on the maximum number of permitted extensions. CMBS and CRE CLO investment extended maturity represents the sooner of the next maturity date of the CMBS and CRE CLO secured revolving repurchase agreement, or roll date for the applicable underlying trade confirmation, subsequent to December 31, 2018. The agreements include various covenants covering net worth, liquidity, recourse limitations, and debt coverage. The Company was in compliance with all covenants as of March 31, 2019 and December 31, 2018. Senior Secured and Secured Credit Agreements The Company has a senior secured credit agreement with Bank of America N.A. that has a maximum commitment amount of $500 million and $398.4 million outstanding as of March 31, 2019. The senior secured credit agreement bears interest at LIBOR plus 1.81%. The current extended maturity of this agreement is September 29, 2022. The Company has a secured 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 agreement 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 can vary up to 70%, and may decline over the borrowing term of up to a 90-day period, after which borrowings against that respective asset must be repaid. At March 31, 2019, $61.4 million was outstanding on the Credit Agreement. The agreements include various covenants covering net worth, liquidity, recourse limitations, and debt coverage. The Company was in compliance with all covenants as of March 31, 2019 and December 31, 2018. Term Loan Facility The Company entered into a term loan facility, as the borrower, with an institutional asset manager as the lender. The term loan facility has capacity up to $750 million, bears interest at LIBOR plus 1.85%, and allows for an advance rate of no less than 70% and up to 85% based on the loans pledged to the facility. As of March 31, 2019, the Company pledged five loan investments to the term loan facility supporting outstanding borrowings of $267.7 million. The agreement includes various covenants covering net worth, liquidity, recourse limitations, and debt coverage. The Company was in compliance with all covenants as of March 31, 2019 and December 31, 2018. |