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 June 30, 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 loan investments. These financing arrangements bear interest at rates equal to LIBOR plus a credit spread negotiated between the Company and each lender, often 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 June 30, 2020 and December 2019, the Company had none and four, respectively, secured revolving repurchase agreements which were used to finance its CRE CLO debt investments. These financing arrangements bore interest at a rate equal to LIBOR plus a credit spread negotiated between the Company and its lenders, which was determined primarily by the haircut amount (which is equal to one minus the advance rate percentage against collateral for our secured revolving repurchase agreements taken as a whole) and the rating of the bonds so financed. These borrowing arrangements contained daily mark-to-market provisions that permitted 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 had maturities of 30 days subject to renewal at the lenders’ option. On May 4, 2020, the Company exercised an existing option to extend through May 4, 2021 its secured revolving repurchase agreement with Morgan Stanley Bank N.A. On June 29, 2020, the Company exercised an existing option to extend its Goldman Sachs Bank USA secured revolving repurchase facility through August 19, 2021, reduced the commitment amount from $750.0 million to $250.0 million, and obtained an accordion option to increase the commitment amount up to $500.0 million. Additionally, on June 26, 2020, the Company extended the maturity date of its Bank of America senior secured facility to September 29, 2021, reduced the commitment amount from $500.0 million to $200.0 million, and retained an accordion option to increase the total commitment up to $500.0 million. 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 June 30, 2020 and December 31, 2019. Except as otherwise noted, all agreements are on a full or partial recourse basis (dollars in thousands): June 30, 2020 Financing Arrangement Secured Revolving Repurchase Agreements Initial Maturity Date Extended Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral (1) Amortized Cost of Collateral Goldman Sachs (1) 08/19/21 08/19/22 1 Month LIBOR 2.7 % 2.9 % $ 250,000 $ 119,145 $ 130,855 $ 253,285 $ 252,201 Wells Fargo (1) 04/18/22 04/18/22 1 Month LIBOR 1.8 % 1.9 % 750,000 396,129 353,871 535,619 533,092 Barclays (1) 08/13/22 08/13/22 1 Month LIBOR 1.5 % 1.7 % 750,000 199,826 550,174 750,619 748,743 Morgan Stanley (1) 05/04/21 N/A 1 Month LIBOR 1.8 % 2.0 % 500,000 91,083 408,917 596,590 593,951 JP Morgan (1) 08/20/21 08/20/23 1 Month LIBOR 1.6 % 1.7 % 400,000 194,720 205,280 354,286 349,402 US Bank (1) 07/09/22 07/09/24 1 Month LIBOR 1.5 % 1.7 % 140,930 71,346 69,584 99,405 99,054 Subtotal - Loan Investments $ 2,790,930 $ 1,072,249 $ 1,718,681 $ 2,589,804 $ 2,576,443 Senior Secured and Secured Credit Agreements Bank of America (1) 09/29/21 09/29/22 1 Month LIBOR 1.8 % 1.9 % 200,000 62,442 137,558 183,411 183,411 Citibank (2)(3) 07/12/20 07/12/20 1 Month LIBOR 2.3 % N/A 160,000 160,000 — — — Subtotal $ 360,000 $ 222,442 $ 137,558 $ 183,411 $ 183,411 Asset-specific Financing Institutional Lender 10/09/20 10/09/20 1 Month LIBOR 4.2 % 4.3 % 77,000 — 77,000 112,000 111,799 Subtotal $ 77,000 — $ 77,000 $ 112,000 $ 111,799 Total $ 3,227,930 $ 1,294,691 $ 1,933,239 $ 2,885,215 $ 2,871,653 (1) Borrowings under secured revolving repurchase agreements and a senior secured credit agreement with a guarantee for 25% recourse from Holdco. (2) Borrowings under the secured credit agreement with a guarantee for 100% recourse. (3) Subsequent to June 30, 2020, the Citibank credit facility expired by its terms. December 31, 2019 Financing Arrangement Secured Revolving Repurchase Agreements Initial Maturity Date Extended Maturity Date Index Rate Weighted Average Credit Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Amortized Cost of Collateral Goldman Sachs (1) 08/19/20 08/19/22 1 Month LIBOR 1.8 % 3.5 % $ 750,000 $ 704,563 $ 45,437 $ 288,032 $ 285,962 Wells Fargo (1) 04/18/22 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 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 N/A 1 Month LIBOR 1.9 % 3.6 % 500,000 105,253 394,747 519,638 515,984 JP Morgan (1) 08/20/21 08/20/23 1 Month LIBOR 1.6 % 3.3 % 400,000 181,552 218,448 300,677 295,341 US Bank (1) 07/09/22 07/09/24 1 Month LIBOR 1.8 % 3.6 % 152,240 15,641 136,599 173,253 172,898 Subtotal - Loan Investments 1 Month LIBOR 3,302,240 1,680,621 1,621,619 2,418,269 2,402,148 Goldman Sachs (2) 01/12/20 01/12/20 1 Month LIBOR 0.9 % 2.7 % 81,143 — 81,143 94,629 94,644 JP Morgan (2) 01/17/20 01/17/20 1 Month LIBOR 0.9 % 2.6 % 475,881 — 475,881 544,105 545,080 Wells Fargo (2) 01/16/20 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 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 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 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 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 secured financing arrangements as of June 30, 2020: June 30, 2020 Financing Arrangement Secured Revolving Repurchase Agreements Initial Maturity Date Extended Maturity Date Recourse Percentage Basis of Margin Calls Loan Investments Goldman Sachs 08/19/21 08/19/22 25 % Credit Wells Fargo 04/18/22 04/18/22 25 % Credit Barclays 08/13/22 08/13/22 25 % Credit Morgan Stanley 05/04/21 N/A 25 % Credit JP Morgan 08/20/21 08/20/23 25 % Credit and Spread US Bank 07/09/22 07/09/24 25 % Credit Senior Secured and Secured Credit Agreements Bank of America 09/29/21 09/29/22 25 % Credit Citibank 07/12/20 07/12/20 100 % N/A Asset-specific Financing Institutional Lender 10/09/20 10/09/20 N/A N/A The following table presents the recourse and mark-to-market provisions for the Company’s secured financing arrangements as of December 31, 2019: December 31, 2019 Financing Arrangement Secured Revolving Repurchase Agreements Initial Maturity Date Extended Maturity Date Recourse Percentage Basis of Margin Calls Loan Investments Goldman Sachs 08/19/20 08/19/22 25 % Credit Wells Fargo 04/18/22 04/18/22 25 % Credit Barclays 08/13/22 08/13/22 25 % Credit Morgan Stanley 05/04/20 N/A 25 % Credit JP Morgan 08/20/21 08/20/23 25 % Credit and Spread US Bank 07/09/22 07/09/24 25 % Credit CRE Debt Securities Goldman Sachs 01/12/20 01/12/20 100 % Spread JP Morgan 01/17/20 01/17/20 100 % Spread Wells Fargo 01/16/20 01/16/20 100 % Spread Royal Bank of Canada N/A N/A 100 % Spread Senior Secured and Secured Credit Agreements Bank of America 09/29/20 09/29/20 25 % Credit Citibank 07/12/20 07/12/20 100 % N/A Asset-specific Financing Institutional Lender 10/09/20 10/09/20 N/A N/A Secured Revolving Repurchase Agreements At June 30, 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 June 30, 2020 and December 31, 2019 consisted of 62 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 June 30, 2020, the Company had no secured revolving repurchase agreements to finance its CRE debt securities as each agreement was terminated during the quarter ended June 30, 2020. At December 31, 2019, the Company had four secured revolving repurchase agreements to finance its CRE debt securities. The facility commitment amounts were based on the carrying value of the assets pledged. Credit spreads varied depending upon the collateral type and advance rate. 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 were 100% recourse to Holdco and were 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 served as collateral under the Company’s secured revolving repurchase agreements secured by CRE debt securities was redetermined on a daily basis. As a result, during the six months ended June 30, 2020, extreme short-term volatility and negative pressure in the financial markets resulted 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 prior to the Company’s final disposition of its CRE debt securities investments, which occurred on April 29, 2020. At June 30, 2020, the Company did not own any CRE debt securities and therefore had no associated borrowings and no unsatisfied margin calls. The following table summarizes certain characteristics of the Company’s secured revolving repurchase agreements secured by commercial mortgage loans, including counterparty concentration risks, at June 30, 2020 (dollars in thousands): June 30, 2020 Loan Financings Commitment Amount UPB of Collateral Amortized Cost of Collateral (1) Amounts Payable (2) Net Counterparty Exposure (3) Percent of Stockholders' Equity Days to Extended Maturity (4) Goldman Sachs Bank $ 250,000 $ 253,285 $ 254,757 $ 130,945 $ 123,812 8.4 % 780 Wells Fargo 750,000 535,619 537,394 354,301 183,093 12.5 % 657 Barclays 750,000 750,619 749,432 550,535 198,897 13.5 % 774 Morgan Stanley Bank (4) 500,000 596,590 595,513 409,004 186,509 12.7 % N/A JP Morgan Chase Bank 400,000 354,286 351,802 205,335 146,467 10.0 % 1,146 US Bank 140,930 99,405 99,012 69,652 29,360 2.0 % 1,470 Total / Weighted Average $ 2,790,930 $ 2,589,804 $ 2,587,910 $ 1,719,772 $ 868,138 838 (1) Loan amounts shown in the table include interest receivable of $11.5 million and are net of premium, discount and origination fees of $13.4 million. (2) Loan amounts shown in the table include interest payable of $1.1 million and do not reflect unamortized deferred financing fees of $9.7 million. (3) Loan amounts r epresent 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 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 approval. 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 Amortized Cost 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 Amortized Cost 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 initial terms of 30 days. 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 $200.0 million, which was reduced from $500.0 million at the Company’s election as part of an as-of-right extension executed in June 2020. The senior secured agreement has an accordion feature that permits the Company to increase the commitment amount in increments of $50.0 million up to a maximum of $500.0 million. The senior secured agreement has a current maturity of September 29, 2021 and borrowings bear interest at LIBOR plus 1.75%. At June 30, 2020, $137.6 million was outstanding under the secured credit agreement. This agreement is 25% recourse to Holdco. At June 30, 2020, the Company had a secured revolving credit agreement (the “Citi 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 used to finance originations or acquisitions of eligible loans on an interim basis until permanent financing was arranged. The Citi Agreement had an initial maturity date of July 12, 2020, and borrowings bore 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 Citi Agreement with respect to individual pledged assets was 70% and declined over the borrowing term of up to 90 days, after which borrowings against an asset must be repaid. At June 30, 2020, the Company did not have any amounts outstanding, and no assets were pledged, under the Citi Agreement. This agreement was 100% recourse to Holdco. See Note 16 to the Consolidated Financial Statements for information regarding the Company’s decision to allow the Credit Agreement to expire by its terms. Financial Covenants The Company’s financial covenants and guarantees for outstanding borrowings related to our secured revolving repurchase agreements, senior secured and secured credit agreements require Holdco to maintain compliance with the following financial covenants (among others), which were revised on May 28, 2020 as follows: Financial Covenant Current Maintenance Maintenance Prior to May 28, 2020 Cash Liquidity Minimum cash liquidity of no less than the greater of: $10.0 million; and 5.0% of Holdco’s recourse indebtedness Minimum cash liquidity of no less than the greater of: $10.0 million; and 5.0% of Holdco’s recourse indebtedness Tangible Net Worth $1.1 billion as of April 1, 2020, plus 75% of future equity issuances thereafter Minimum tangible net worth of at least 75% of the net cash proceeds of all prior equity issuances made by Holdco or the Company, plus 75% of the net cash proceeds of all subsequent equity issuances made by Holdco or the Company Debt to Equity Debt to Equity ratio not to exceed 3.5 to 1.0 with "equity" and "equity adjustment" as defined below. Debt to Equity ratio not to exceed 3.5 to 1.0 Interest Coverage Minimum interest coverage ratio of no less than 1.4 to 1.0 until December 2, 2020, and no less than 1.5 to 1.0 thereafter. Minimum interest coverage ratio of no less than 1.5 to 1.0. With respect to the tangible net worth covenant, the amendments as of May 28, 2020 revise the definition of tangible net worth such that the baseline amount for testing is reset as of April 1, 2020 to $1.1 billion plus 75% of future equity issuances after April 1, 2020. With respect to the debt to equity covenant, the amendments revise the definition of equity to include: preferred equity; and an adjustment equal to the sum of the all then-current Current Expected Credit Loss reserves and any loan loss reserves, write-downs, impairments or realized losses taken against the value of any assets of Holdco or its subsidiaries from and after April 1, 2020; provided, however, that the equity adjustment may not exceed the amount of (a) Holdco’s total equity less (b) the product of Holdco’s total indebtedness multiplied by 25%. Financial Covenant relating to the Series B Preferred Stock For long as the Series B Preferred Stock is outstanding, the Company is required to maintain a debt to equity ratio not greater than 3.0 to 1.0. For the purpose of determining this ratio, the aggregate liquidation preference of the outstanding shares of Series B Preferred Stock is excluded from the calculation of total indebtedness of the Company and its subsidiaries. Covenant Compliance The Company was in compliance with all financial covenants to the extent that balances were outstanding as of June 30, 2020 and December 31, 2019. However, as previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020, as of March 31, 2020, the Company was not in compliance with respect to certain covenants included in certain of these agreements. During the three months ended June 30, 2020, this non-compliance was cured and the Company received waivers from the lender under each of the applicable agreements. 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 June 30, 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, with an extension of 12 months subject to satisfaction of certain requirements by the borrower on the underlying mortgage loan. As of June 30, 2020, the asset-specific financing principal balance is $77.0 million and bears interest at LIBOR plus 4.2%. |