Secured Revolving Repurchase Agreements, Senior Secured and Secured Credit Agreements, and Asset-Specific Financing | (6) Secured Revolving Repurchase Agreements, Senior Secured and Secured Credit Agreements, and Asset-Specific Financing At March 31, 2020 and December 31, 2019, the Company had secured revolving repurchase agreements, senior secured and secured credit agreements and an asset-specific financing, all of which were used to finance certain of the Company’s originated loans. These financing arrangements bear interest at rates equal to LIBOR plus a credit spread negotiated between the Company and each lender, typically a separate credit spread for each pledge of collateral, which is primarily based on property type and advance rate against the unpaid principal balance of the pledged loan. Except for the asset-specific financing, these borrowing arrangements contain mark-to-market provisions that permit the lenders to issue margin calls to the Company in the event that the collateral properties underlying the Company’s loans pledged to the Company’s lenders experience a non-temporary decline in value due to reasons other than changing credit spreads for similar borrowing obligations. In connection with one of these borrowing arrangements, the lender is also permitted to issue margin calls to the Company in the event the lender determines credit spreads have changed for similar borrowing obligations. At March 31, 2020 and December 2019, the Company had four secured revolving repurchase agreements which were used to finance its CRE CLO debt investments. These financing arrangements bear interest at a rate equal to LIBOR plus a credit spread negotiated between the Company and its lenders, which is determined primarily by the haircut amount (inverse of the advance rate) and the rating of the bonds so financed. These borrowing arrangements contain daily mark-to-market provisions that permit the lenders to issue margin calls to the Company in response to changing interest rates and credit spreads on the CRE debt securities so financed. Additionally, these borrowing arrangements typically have tenors limited to 30, 60 or 90 days subject to renewal at the lenders’ option. The following table presents certain information regarding the Company’s secured revolving repurchase agreements, senior secured and secured credit agreements, and asset-specific financings as of March 31, 2020 and December 31, 2019. Except as otherwise noted, all agreements are on a full or partial recourse basis (dollars in thousands): March 31, 2020 Financing Arrangement Secured Revolving Repurchase Agreements Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral (1) Carrying Value of Collateral Goldman Sachs (2) 08/19/20 1 Month LIBOR 2.1 % 3.1 % $ 750,000 $ 602,992 $ 147,008 $ 221,728 $ 220,151 Wells Fargo (2) 04/18/22 1 Month LIBOR 1.7 % 2.7 % 750,000 389,462 360,538 494,959 492,972 Barclays (2) 08/13/22 1 Month LIBOR 1.5 % 2.5 % 750,000 160,474 589,526 742,729 740,584 Morgan Stanley (2),(5) 05/04/20 1 Month LIBOR 1.8 % 2.8 % 500,000 58,641 441,359 578,177 575,025 JP Morgan (2) 08/20/21 1 Month LIBOR 1.6 % 2.6 % 400,000 179,378 220,622 294,041 288,654 US Bank (2) 07/09/22 1 Month LIBOR 1.5 % 2.5 % 189,490 114,011 75,479 98,272 97,821 Subtotal - Loan Investments 3,339,490 1,504,958 1,834,532 2,429,906 2,415,207 Goldman Sachs (3) 04/10/20 1 Month LIBOR 1.1 % 2.0 % 73,366 — 73,366 59,687 59,756 JP Morgan (3) 04/08/20 1 Month LIBOR 1.1 % 2.1 % 437,323 — 437,323 438,297 438,420 Wells Fargo (3) 04/19/20 1 Month LIBOR 1.3 % 2.2 % 97,592 — 97,592 115,585 115,668 Royal Bank of Canada (3) N/A N/A N/A N/A — — — — — Subtotal - CRE Debt Securities 608,281 — 608,281 613,569 613,844 Subtotal 3,947,771 1,504,958 2,442,813 3,043,475 3,029,051 Senior Secured and Secured Credit Agreements Bank of America (2) 09/29/20 1 Month LIBOR 1.8 % 2.7 % 500,000 354,363 145,637 183,411 183,411 Citibank (4) 07/12/20 1 Month LIBOR 2.3 % 3.2 % 160,000 97,357 62,643 90,160 89,231 Subtotal 660,000 451,720 208,280 273,571 272,642 Asset-specific Financing Institutional Lender 10/09/20 1 Month LIBOR 4.2 % 5.1 % 77,000 — 77,000 112,000 109,463 Subtotal 77,000 — 77,000 112,000 109,463 Total $ 4,684,771 $ 1,956,678 $ 2,728,093 $ 3,429,046 $ 3,411,156 (1) The principal balance of collateral for CRE debt securities includes impairments recorded at March 31, 2020. (2) Borrowings under secured revolving repurchase agreements and a senior secured credit agreement with a guarantee for 25% recourse from Holdco. (3) Borrowings under secured revolving repurchase agreements with a guarantee for 100% recourse from Holdco. Maturity Date represents the sooner of the next maturity date of the CRE debt securities secured revolving repurchase agreement, or roll-over date for the applicable underlying trade confirmation subsequent to March 31, 2020. All of the financing arrangements were extended subsequent to period end. The Goldman Sachs and Wells Fargo agreements have 30 day rolls, while the JP Morgan agreement has day-to-day rolls. (4) Borrowings under the secured credit agreement with a guarantee for 100% recourse. (5) Subsequent to March 31, 2020, the maturity date of the Morgan Stanley facility was extended to May 4, 2021. December 31, 2019 Financing Arrangement Secured Revolving Repurchase Agreements Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Carrying Value of Collateral Goldman Sachs (1) 08/19/20 1 Month LIBOR 1.8 % 3.5 % $ 750,000 $ 704,563 $ 45,437 $ 288,032 $ 285,962 Wells Fargo (1) 04/18/22 1 Month LIBOR 1.8 % 3.6 % 750,000 355,372 394,628 593,742 591,238 Barclays (1) 08/13/22 1 Month LIBOR 1.5 % 3.3 % 750,000 318,240 431,760 542,927 540,725 Morgan Stanley (1) 05/04/20 1 Month LIBOR 1.9 % 3.6 % 500,000 105,253 394,747 519,638 515,984 JP Morgan (1) 08/20/21 1 Month LIBOR 1.6 % 3.3 % 400,000 181,552 218,448 300,677 295,341 US Bank (1) 07/09/22 1 Month LIBOR 1.8 % 3.6 % 152,240 15,641 136,599 173,253 172,898 Subtotal - Loan Investments 3,302,240 1,680,621 1,621,619 2,418,269 2,402,148 Goldman Sachs (2) 01/12/20 1 Month LIBOR 0.9 % 2.7 % 81,143 — 81,143 94,629 94,644 JP Morgan (2) 01/17/20 1 Month LIBOR 0.9 % 2.6 % 475,881 — 475,881 544,105 545,080 Wells Fargo (2) 01/16/20 1 Month LIBOR 1.0 % 2.7 % 135,774 — 135,774 161,153 161,384 Royal Bank of Canada (2) N/A N/A N/A N/A — — — — — Subtotal - CRE Debt Securities 692,798 — 692,798 799,887 801,108 Subtotal 3,995,038 1,680,621 2,314,417 3,218,156 3,203,256 Senior Secured and Secured Credit Agreements Bank of America (1) 09/29/20 1 Month LIBOR 1.8 3.8 500,000 354,363 145,637 182,882 182,882 Citibank (3) 07/12/20 1 Month LIBOR 2.3 4.1 160,000 160,000 — — — Subtotal 660,000 514,363 145,637 182,882 182,882 Asset-specific Financing Institutional Lender 10/09/20 1 Month LIBOR 4.2 % 5.9 % 77,000 — 77,000 112,000 111,436 Subtotal 77,000 — 77,000 112,000 111,436 Total $ 4,732,038 $ 2,194,984 $ 2,537,054 $ 3,513,038 $ 3,497,574 (1) Borrowings under secured revolving repurchase agreements and a senior secured credit agreement with a guarantee for 25% recourse from Holdco. (2) Borrowings under secured revolving repurchase agreements with a guarantee for 100% recourse from Holdco. Maturity Date represents the sooner of the next maturity date of the CRE debt securities secured revolving repurchase agreement, or roll-over date for the applicable underlying trade confirmation, subsequent to December 31, 2019. All of the financing arrangements were extended subsequent to period end. (3) Borrowings under the secured credit agreement include a guarantee for 100% recourse. The following table presents the recourse and mark-to-market provisions for the Company’s financing arrangements as of March 31, 2020: March 31, 2020 Financing Arrangement Secured Revolving Repurchase Agreements Maturity Date Recourse Percentage Basis of Margin Calls Loan Investments Goldman Sachs 08/19/20 25 % Credit Wells Fargo 04/18/22 25 % Credit Barclays 08/13/22 25 % Credit Morgan Stanley 05/04/20 25 % Credit JP Morgan 08/20/21 25 % Credit and Spread US Bank 07/09/22 25 % Credit CRE Debt Securities Goldman Sachs 04/10/20 100 % Spread JP Morgan 04/08/20 100 % Spread Wells Fargo 04/19/20 100 % Spread Royal Bank of Canada N/A 100 % Spread Senior Secured and Secured Credit Agreements Bank of America 09/29/20 25 % Credit Citibank 07/12/20 100 % N/A Asset-specific Financing Institutional Lender 10/09/20 N/A N/A The following table presents the recourse and mark-to-market provisions for the Company’s financing arrangements as of December 31, 2019: December 31, 2019 Financing Arrangement Secured Revolving Repurchase Agreements Maturity Date Recourse Percentage Basis of Margin Calls Loan Investments Goldman Sachs 08/19/20 25 % Credit Wells Fargo 04/18/22 25 % Credit Barclays 08/13/22 25 % Credit Morgan Stanley 05/04/20 25 % Credit JP Morgan 08/20/21 25 % Credit and Spread US Bank 07/09/22 25 % Credit CRE Debt Securities Goldman Sachs 01/12/20 100 % Spread JP Morgan 02/27/20 100 % Spread Wells Fargo 02/26/20 100 % Spread Royal Bank of Canada N/A 100 % Spread Senior Secured and Secured Credit Agreements Bank of America 09/29/20 25 % Credit Citibank 07/12/20 100 % N/A Asset-specific Financing Institutional Lender 10/09/20 N/A N/A Secured Revolving Repurchase Agreements At March 31, 2020 and December 31, 2019, the Company had six 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, 2020 and December 31, 2019 consisted of 60 and 60 mortgage loans, or participation interests therein, respectively. Under these secured revolving repurchase agreements, the Company transfers all of its rights, title and interest in the loans 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 (lender) collects all principal and interest on related loans and remits to the Company the net amount after the lender collects its interest and other fees. The secured revolving repurchase agreements used to finance loan investments are 25% recourse to Holdco. At March 31, 2020 and December 31, 2019, the Company had four secured revolving repurchase agreements to finance its CRE debt securities. The facility commitment amounts are based on the carrying value of the assets pledged. Credit spreads vary depending upon the collateral type and advance rate. At March 31, 2020, CRE debt securities pledged consisted of 37 CRE CLO investments and two CMBS investments, which included three positions with an impaired face value of $31.2 million that were sold on March 31, 2020 but did not settle until April 2, 2020, and are included in Other Assets at the consolidated balance sheet as of March 31, 2020. At December 31, 2019, CRE debt securities pledged consisted of 35 CRE CLO investments and two CMBS investments. The secured revolving repurchase agreements used to finance CRE debt securities are 100% recourse to Holdco and are considered short-term borrowings. Each of the Company’s secured revolving repurchase agreements has “margin maintenance” provisions, which are designed to allow the repurchase lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured revolving repurchase agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. Market value determinations and redeterminations may be made by the repurchase lender in its sole discretion subject to certain specified parameters, which may involve the limitation or enumeration of factors which the repurchase lender may consider when determining market value. In the case of assets that serve as collateral under the Company’s secured revolving repurchase agreements secured by loans, these considerations may include credit-based factors (which are generally based on factors other than those related to the capital markets) and spread-based factors (which are generally based on changes in observable credit spreads in the market for these assets) as described more specifically in the preceding table. The market value of the assets that serve as collateral under the Company’s secured revolving repurchase agreements secured by CRE debt securities is redetermined on a daily basis. As a result, extreme short-term volatility and negative pressure in the financial markets has, and may in the future, result in the Company being required to post cash collateral with the Company’s lenders under these agreements. During the period from March 1, 2020 to March 31, 2020, the Company received margin call notices with respect to borrowings against its CRE CLO investment portfolio aggregating $170.9 million, which were satisfied with a combination of $89.8 million of cash, cash proceeds from bond sales, and increases in market values prior to quarter-end. At March 31, 2020, unpaid margin calls totaled $19.0 million, which were satisfied in April though cash proceeds from bond sales and increases in market values. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans and CRE debt securities, including counterparty concentration risks, at March 31, 2020 (dollars in thousands): March 31, 2020 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 $ 221,728 $ 222,930 $ 147,590 $ 75,340 6.1 % 871 Wells Fargo 750,000 494,959 496,228 360,718 135,510 11.0 % 748 Barclays 750,000 742,729 742,062 589,911 152,151 12.4 % 865 Morgan Stanley Bank (4) 500,000 578,177 576,930 441,432 135,498 11.0 % N/A JP Morgan Chase Bank 400,000 294,041 290,813 220,725 70,088 5.7 % 1,237 US Bank 189,490 98,272 98,230 75,531 22,699 1.8 % 1,561 Subtotal / Weighted Average $ 3,339,490 $ 2,429,906 $ 2,427,193 $ 1,835,907 $ 591,286 932 CRE Debt Securities Financings Commitment Amount Impaired Face Value Carrying Value of Collateral (1) Amounts Payable (2) Net Counterparty Exposure (3) Percent of Stockholders' Equity Days to Extended Maturity (4) Goldman Sachs Bank $ 73,366 $ 59,687 $ 73,667 $ 73,497 $ 170 0.0 % 10 JP Morgan 437,323 438,297 438,819 437,495 1,324 0.1 % 8 Wells Fargo 97,592 115,585 103,028 97,782 5,246 0.4 % 19 Royal Bank of Canada — — — — — — — Subtotal / Weighted Average $ 608,281 $ 613,569 $ 615,514 $ 608,774 $ 6,740 10 Total / Weighted Average - Loans and CRE Debt Securities $ 3,947,771 $ 3,043,475 $ 3,042,707 $ 2,444,681 $ 598,026 652 (1) Loan amounts shown in the table include interest receivable of $12.0 million and are net of premium, discount and origination fees of $14.7 million. CRE debt securities shown in the table include interest receivable of $1.7 million and are net of premium, discount, and unrealized gains of $0.3 million. (2) Loan amounts shown in the table include interest payable of $1.4 million and do not reflect unamortized deferred financing fees of $8.7 million. CRE debt securities shown in the table include interest payable of $0.5 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. CRE debt securities represent the net carrying value of AFS 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 has no limit on the maximum number of permitted extensions, subject to satisfaction of certain conditions and approvals. For borrowings secured by CRE debt securities, the extended maturity represents the sooner of the next maturity date of the CRE debt securities, the secured revolving repurchase agreement, or the roll-over date for the applicable underlying trade confirmation subsequent to March 31, 2020. These contracts typically have terms of 30 days. Subsequent to March 31, 2020, the contracts with JP Morgan were rolled day-to-day. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans and CRE debt securities, including counterparty concentration risks, at December 31, 2019 (dollars in thousands): December 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 $ 288,032 $ 289,674 $ 45,900 $ 243,774 16.6 % 962 Wells Fargo 750,000 593,742 594,832 395,039 199,793 13.6 % 839 Barclays 750,000 542,927 542,191 432,399 109,792 7.5 % 956 Morgan Stanley Bank (4) 500,000 519,638 518,048 395,356 122,692 8.4 % N/A JP Morgan Chase Bank 400,000 300,677 297,248 218,744 78,504 5.4 % 1,328 US Bank 152,240 173,741 173,045 136,734 36,311 2.5 % 1,652 Subtotal / Weighted Average $ 3,302,240 $ 2,418,757 $ 2,415,038 $ 1,624,172 $ 790,866 1,062 CRE Debt Securities 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 $ 81,143 $ 94,629 $ 108,414 $ 81,362 $ 27,052 1.8 % 12 JP Morgan 475,881 $ 544,105 $ 546,260 $ 476,307 $ 69,953 4.8 % 17 Wells Fargo 135,774 $ 161,153 $ 148,738 $ 136,021 $ 12,717 0.9 % 16 Royal Bank of Canada — — — — — — — Subtotal / Weighted Average $ 692,798 $ 799,887 $ 803,412 $ 693,690 $ 109,722 16 Total / Weighted Average - Loans and CRE Debt Securities $ 3,995,038 $ 3,218,644 $ 3,218,450 $ 2,317,862 $ 900,588 685 (1) Loan amounts shown in the table include interest receivable of $13.0 million and are net of premium, discount and origination fees of $16.7 million. CRE debt securities shown in the table include interest receivable of $2.3 million and are net of premium, discount, and unrealized gains of $1.2 million. (2) Loan amounts shown in the table include interest payable of $2.5 million and do not reflect unamortized deferred financing fees of $10.3 million. CRE debt securities shown in the table include interest payable of $0.9 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. CRE debt securities represent the net carrying value of AFS 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 has no limit on the maximum number of permitted extensions, subject to satisfaction of certain conditions and approvals. For borrowings secured by CRE debt securities, the extended maturity represents the sooner of the next maturity date of the CRE debt securities, the secured revolving repurchase agreement, or the roll-over date for the applicable underlying trade confirmation, subsequent to December 31, 2019. These contracts typically have terms of 30 days. The agreements include various financial covenants covering net worth, liquidity, recourse limitations, debt-to-equity ratio and interest coverage. The Company was in compliance with all financial covenants to the extent that balances were outstanding as of March 31, 2020 and December 31, 2019, except that, as of March 31, 2020, the Company was not in compliance with respect to the debt-to-equity ratio covenant included in certain of these agreements. This non-compliance was cured on April 2, 2020 when the Company utilized proceeds from sales of certain CRE debt securities to repay outstanding borrowings under the related secured revolving repurchase agreements. The Company received waivers from the lender under each of the applicable agreements on May 8, 2020. The agreements also include a covenant that obligates the Company to deliver certain audited financial statements for Holdco to the lenders within 90 days, or 120 days, after each December 31. The Company was not in compliance with respect to this covenant as of March 31, 2020. This non-compliance was cured on May 6, 2020. The Company received waivers from the lender under each of the applicable agreements on May 11, 2020. Negative impacts on the Company’s business caused by COVID-19 have and will likely continue to make it more difficult to meet or satisfy these covenants, and there can be no assurance that the Company will remain in compliance with these covenants in the future. Senior Secured and Secured Credit Agreements The Company has a senior secured credit agreement with Bank of America N.A. with a maximum commitment amount of $500 million. The senior secured agreement has an initial maturity of September 29, 2020 and borrowings bear interest at LIBOR plus 1.75%. At March 31, 2020, $145.6 million was outstanding under the secured credit agreement. This agreement is 25% recourse to Holdco. The Company has a secured revolving credit agreement (the “Credit Agreement”), with Citibank, N.A. 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 the borrowing term of up to 90 days, after which borrowings against an asset must be repaid. At March 31, 2020, $62.6 million in connection with two pledged loans was outstanding on the Credit Agreement. This agreement is 100% recourse to Holdco. The agreements include various financial covenants covering net worth, liquidity, recourse limitations, debt-to-equity ratio and interest coverage. The Company was in compliance with all covenants to the extent that balances were outstanding as of March 31, 2020 and December 31, 2019, except that, as of March 31, 2020, the Company was not in compliance with respect to the debt-to-equity ratio covenant included in certain of these agreements. This non-compliance was cured on April 2, 2020 when the Company utilized proceeds from sales of certain CRE debt securities to repay outstanding borrowings under the related secured revolving repurchase agreements. The Company received waivers from the lender under each of the applicable agreements on May 8, 2020. The agreements also include a covenant that obligates the Company to deliver certain audited financial statements for Holdco to the lenders within 90 days, or 120 days, after each December 31. The Company was not in compliance with respect to this covenant as of March 31, 2020. This non-compliance was cured on May 6, 2020. The Company received waivers from the lender under each of the applicable agreements on May 11, 2020. Negative impacts on the Company’s business caused by COVID-19 have and will likely continue to make it more difficult to meet or satisfy these covenants, and there can be no assurance that the Company will remain in compliance with these covenants in the future. Asset-Specific Financings As of March 31, 2020 and December 31, 2019, the Company had one asset-specific financing arrangement to finance one of its loan investments. On April 2, 2019, the Company entered into an asset-specific financing with an institutional lender that is secured by one loan held for investment. The asset-specific financing does not provide for additional advances. The current initial maturity of this agreement is October 9, 2020. As of March 31, 2020, the asset-specific financing principal balance is $77.0 million and bears interest at LIBOR plus 4.2%. |