Debt Obligations | Debt Obligations The following table summarizes KREF's secured master repurchase agreements and other financing arrangements in place as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Facility Collateral Facility Month Issued Maximum Facility Size Outstanding Principal Carrying Value (A) Final Stated Maturity Weighted Average Funding Cost (B) Weighted Average Life (Years) (B) Outstanding Principal Amortized Cost Basis Carrying Value Weighted Average Life (Years) (C) Carrying Value (A) Master Repurchase Agreements (D) Wells Fargo (E) Oct 2015 $ 1,000,000 $ 715,981 $ 713,925 Sep 2026 4.4 % 2.6 $ 978,669 $ 967,968 $ 957,673 3.9 $ 978,615 Morgan Stanley (F) Dec 2016 600,000 583,716 583,415 Dec 2023 5.1 1.0 790,539 785,813 776,154 3.3 382,081 Goldman Sachs (G) Sep 2016 240,000 123,658 122,912 Oct 2025 5.3 2.4 287,517 282,844 281,585 4.0 189,456 Term Lending Agreements KREF Lending V (H) Jun 2019 567,115 539,050 538,621 Jun 2026 4.8 0.5 686,622 686,143 664,130 1.3 617,185 KREF Lending IX (I) Jul 2021 1,000,000 642,438 633,223 n.a 5.0 2.4 813,181 805,757 802,926 4.3 493,853 KREF Lending XII (J) Jun 2022 350,000 161,140 159,553 n.a 4.8 3.1 217,395 215,713 214,982 4.5 — Warehouse Facility HSBC Facility (K) Mar 2020 500,000 — — Mar 2023 — 0.4 — — — n.a (55) Asset Specific Financing BMO Facility (L) Aug 2018 300,000 — — n.a — 0.0 — — — n.a 60,000 KREF Lending XI (M) Apr 2022 100,000 100,000 98,942 n.a 6.0 1.9 125,000 124,324 124,178 3.9 — KREF Lending XIII (N) Aug 2022 265,625 38,165 34,853 n.a 6.2 3.9 44,900 41,901 41,818 4.9 — Revolving Credit Agreement Revolver (O) Dec 2018 610,000 — — Mar 2027 — 4.5 n.a n.a n.a n.a 135,000 Total / Weighted Average $ 5,532,740 $ 2,904,148 $ 2,885,444 4.9 % 1.8 $ 2,856,135 (A) Net of $18.7 million and $11.3 million unamortized deferred financing costs as of September 30, 2022 and December 31, 2021, respectively. (B) Average weighte d by the outstanding principal of borrowings. Funding cost includes deferred financing costs. (C) Average based on the fully extended loan maturity, weighted by the outstanding principal of the collateral. (D) Borrowings under these repurchase agreements are collateralized by senior loans, held-for-investment, and bear interest equal to the sum of (i) a floating rate index, including one-month LIBOR and Term SOFR, and (ii) a margin, based on the collateral. As of September 30, 2022 and December 31, 2021, the percentage of the outstanding principal of the collateral sold and not borrowed under these repurchase agreements, or average "haircut" weighted by outstanding principal of collateral, wa s 30.8% and 30.3%, respectively (or 25.5% and 25.9%, respectively, if KREF had borrowed the maximum amount approved by its repurchase agreement counterparties as of such dates). (E) The current stated maturity date is September 2024, which does not reflect two twelve-month facility term extension options available to KREF, which are subject to certain covenants and thresholds. As of September 30, 2022, the collateral-based margin was betwe en 1.25% and 1.55%. (F) The current stated maturity is December 2022, with a one-year extension option upon KREF giving written notice and another two one-year extension periods subject to approval by the lender. In addition, KREF has the option to increase the facility amount to $750.0 million. As of September 30, 2022, the collateral-based margin was be tween 1.70% and 2.40%. (G) In September 2022, KREF paid an extension fee to extend the final extended maturity date to October 2025. As of September 30, 2022, the collateral-base margin was betwe en 1.75% and 3.20%. (H) KREF, through its wholly–owned subsidiary KREF Lending V LLC, entered into a Master Repurchase and Securities Contract Agreement ("KREF Lending V Facility") with Morgan Stanley Mortgage Capital Holdings LLC ("Administrative Agent"), as administrative agent on behalf of Morgan Stanley Bank, N.A. ("Initial Buyer"), which provides non-mark-to-market financing. The Initial Buyer subsequently syndicated a portion of the facility to multiple financial institutions. As of September 30, 2022, the Initial Buyer held 23.8% of the total commitment under the facility. Borrowings under the facility are collateralized by certain loans, held for investment, and bear interest equal to one-month LIBOR, plus a 1.90% margin. The current stated maturity is June 2023, s ubject to three additional one-year extension options, which may be exercised by KREF upon the satisfaction of certain customary conditions and thresholds. (I) KREF, through its wholly–owned subsidiary KREF Lending IX LLC, entered into a $500.0 million Master Repurchase and Securities Contract Agreement with a financial institution ("KREF Lending IX Facility"). In March 2022, KREF increased the borrowing capacity to $750.0 million. In August 2022, KREF further increased the borrowing capacity to $1,000.0 million. The facility, which provides financing on a non-mark-to-market basis with partial recourse to KREF, has a three-year draw period and match-term to the underlying loans. As of September 30, 2022, the collateral-based margin was betwe en 1.65% and 1.79%. (J) KREF, through its wholly–owned subsidiary KREF Lending XII LLC, entered into a $350.0 million Master Repurchase Agreement and Securities Contract with a financial institution ("KREF Lending XII Facility"). The facility, which provides financing on a non-mark-to-market basis with partial recourse to KREF, has a two-year draw period and match-term to the underlying loans. In addition, KREF has the option to increase the facility amount to $500.0 million. As of September 30, 2022, the collateral-based margin was between 1.35% and 1.45% . (K) KREF entered into a $500.0 million Loan and Security Agreement with HSBC Bank USA, National Association (“HSBC Facility”). The facility, which matures in March 2023, provides warehouse financing on a non-mark-to-market basis with partial recourse to KREF. (L) KREF entered into a $200.0 million loan financing facility with BMO Harris Bank ("BMO Facility") and subsequently increased the borrowing capacity to $300.0 million. The facility provides asset-based financing on a non-mark to market basis with match-term up to five years with partial recourse to KREF. (M) KREF, through its wholly-owned subsidiary KREF Lending XI LLC, entered into a $100.0 million loan financing facility with a financial institution ("KREF Lending XI Facility"). The facility provides match-term asset-based financing on a non-mark-to-market and non-recourse basis. As of September 30, 2022, the collateral-based margin was 2.65% . (N) KREF, through its wholly-owned subsidiary KREF Lending XIII LLC, entered into a $265.6 million loan financing facility with a financial institution ("KREF Lending XIII Facility"). The facility provides match-term asset-based financing on a non-mark-to-market an d non-recourse basis. As of September 30, 2022, the collateral-based margin was 3.0%. (O) KREF entered into a $100.0 million corporate revolving credit facility (“Revolver”) administered by Morgan Stanley Senior Funding, Inc. Additional lenders were added subsequently, further increasing the Revolver borrowing capacity to $610.0 million as of September 30, 2022. The current stated maturity of the facility is March 2027 . Borrowings under the facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Borrowings under this facility are full recourse to certain guarantor wholly-owned subsidiaries of KREF. As of September 30, 2022, the carrying value excluded $5.2 million unamortized d ebt issuance costs presented within "Other assets" on KREF's Condensed Consolidated B alance Sheets. As of September 30, 2022 and December 31, 2021, KREF had outstanding repurchase agreements and term lending agreements where the amount at risk with any individual counterparty, or group of related counterparties, exceeded 10.0% of KREF’s stockholders' equity. The amount at risk under these agreements is the net counterparty exposure, defined as the excess of the carrying amount (or market value, if higher than the carrying amount, for repurchase agreements) of the assets sold under agreement to repurchase, including accrued interest plus any cash or other assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability, adjusted for accrued interest. The following table summarizes certain characteristics of KREF's repurchase agreements where the amount at risk with any individual counterparty, or group of related counterparties, exceeded 10.0% of KREF’s stockholders' equity as of September 30, 2022 and December 31, 2021: Outstanding Principal Net Counterparty Exposure Percent of Stockholders' Equity Weighted Average Life (Years) (A) September 30, 2022 Wells Fargo $ 715,981 $ 254,175 15.9 % 2.6 Morgan Stanley 583,716 195,815 12.3 1.0 KREF Lending IX 642,438 165,872 10.4 2.4 Goldman Sachs 123,658 162,289 10.2 2.4 Total / Weighted Average $ 2,065,793 $ 778,151 48.8 % 2.1 December 31, 2021 Wells Fargo $ 980,593 $ 409,489 30.1 % 3.4 Morgan Stanley 383,592 166,426 12.2 0.8 KREF Lending V (B) 617,627 139,149 10.2 0.5 Total / Weighted Average $ 1,981,812 $ 715,064 52.5 % 2.0 (A) Average weighted by the outstanding principal of borrowings under the secured financing agreement. (B) There were multiple counterparties to the KREF Lending V Facility. Morgan Stanley Bank, N.A. represented 2.5% of the net counterparty exposure as a percent of stockholders' equity as of December 31, 2021. Debt obligations included in the tables above are obligations of KREF’s consolidated subsidiaries, which own the related collateral, and such collateral is generally not available to other creditors of KREF. While KREF is generally not required to post margin under certain repurchase agreement terms for changes in general capital market conditions such as changes in credit spreads or interest rates, KREF may be required to post margin for changes in conditions to specific loans that serve as collateral for those repurchase agreements. Such changes may include declines in the appraised value of property that secures a loan or a negative change in the borrower's ability or willingness to repay a loan. To the extent that KREF is required to post margin, KREF's liquidity could be significantly impacted. Both KREF and its lenders work cooperatively to monitor the performance of the properties and operations related to KREF's loan investments to mitigate investment-specific credit risks. Additionally, KREF incorporates terms in the loans it originates to further mitigate risks related to loan nonperformance. Term Loan Financing In April 2018, KREF, through its consolidated subsidiaries, entered into a term loan financing agreement (“Term Loan Facility”) with third party lenders for an initial borrowing capacity of $200.0 million that was subsequently increased to $1.0 billion in October 2018. The facility provides asset-based financing on a non-mark-to-market basis with match-term up to five years and is non-recourse to KREF. Borrowings under the facility are collateralized by senior loans, held-for-investment, and bear interest equal to one-month LIBOR plus a margin. The weighted average margin on the facility were 1.8% and 1.6% a s of September 30, 2022 and December 31, 2021, respectively. The following tables summarize our borrowings under the Term Loan Facility: September 30, 2022 Term Loan Facility Count Outstanding Principal Amortized Cost Carrying Value Wtd. Avg. Yield/Cost (A) Guarantee (B) Wtd. Avg. Term (C) Collateral assets 10 $ 719,961 $ 716,517 $ 688,843 + 3.4% n.a. February 2026 Financing provided n.a. 584,033 583,681 583,681 + 1.8% n.a. February 2026 December 31, 2021 Term Loan Facility Count Outstanding Principal Amortized Cost Carrying Value Wtd. Avg. Yield/Cost (A) Guarantee (B) Wtd. Avg. Term (C) Collateral assets 12 $ 1,078,795 $ 1,076,241 $ 1,074,116 L + 3.4% n.a. August 2024 Financing provided n.a. 870,458 870,458 870,458 L + 1.6% n.a. August 2024 (A) Floating rate loans and related liabilities are indexed to one-month LIBOR and/or Term SOFR. KREF's net interest rate exposure is in direct proportion to its interest in the net assets indexed to that rate. In addition to cash coupon, yield/cost includes the amortization of deferred origination/financing costs. (B) Financing under the Term Loan Facility is non-recourse to KREF. (C) The weighted-average term is weighted by outstanding principal, using the maximum maturity date of the underlying loans assuming all extension options are exercised by the borrower. Activity — For the nine months ended September 30, 2022, the activity related to the carrying value of KREF’s secured financing agreements were as follows: Secured Financing Agreements, Net Balance as of December 31, 2021 $ 3,726,593 Principal borrowings 1,901,607 Principal repayments/sales (2,151,319) Deferred debt issuance costs (15,715) Amortization of deferred debt issuance costs 7,960 Balance as of September 30, 2022 $ 3,469,126 Maturities — KREF’s secured financing agreements, term loan financing and other consolidated debt obligations in place as of September 30, 2022 had contractual maturities as follows: Year Nonrecourse Recourse (A) Total 2022 $ 220,535 $ 49,245 $ 269,780 2023 892,789 248,386 1,141,175 2024 854,634 158,439 1,013,073 2025 423,976 141,325 565,301 Thereafter 404,751 94,100 498,851 $ 2,796,685 $ 691,495 $ 3,488,180 (A) Except for the Revolver, which is full recourse, amounts borrowed subject to a maximum 25.0% recourse limit. The Revolver expires in March 2027. Covenants — KREF is required to comply with customary loan covenants and event of default provisions related to its secured financing agreements and Revolver, including, but not limited to, negative covenants relating to restrictions on operations with respect to KREF’s status as a REIT, and financial covenants. Such financial covenants include an interest income to interest expense ratio covenant (1.5 to 1.0); a minimum consolidated tangible net worth covenant (75.0% of the aggregate cash proceeds of any equity issuances made and any capital contributions received by KREF and certain subsidiaries or up to approximately $1,353.4 million depending upon the facility); a cash liquidity covenant (the greater of $10.0 million or 5.0% of KREF's recourse indebtedness); and a total indebtedness covenant (83.3% of KREF's Total Assets, as defined in the applicable In September 2020, KREF entered into a $300.0 million secured term loan at a price of 97.5%, which bears interest at a per annum rate equal to LIBOR plus a 4.75% margin, subject to a 1.0% LIBOR floor, payable quarterly beginning in December 2020. The secured term loan is partially amortizing, with an amount equal to 1.0% per annum of the principal balance due in quarterly installments starting March 31, 2021. The secured term loan matures on September 1, 2027 and contains restrictions relating to liens, asset sales, indebtedness, investments and transactions with affiliates. The secured term loan is secured by KREF level guarantees and does not include asset-based collateral. Upon the execution of the secured term loan, KREF recorded a $7.5 million issuance discount and $5.1 million in issuance costs, inclusive of $1.1 million in arrangement and structuring fees paid to KCM. In November 2021, KREF completed the repricing of a $297.8 million then existing secured term loan and a $52.2 million add-on, for an aggregate principal amount of $350.0 million due September 2027, which was issued at par. The upsize of the secured term loan was accounted for as partial debt extinguishment under GAAP, accordingly, KREF recognized an accelerated deferred loan financing cost of $0.7 million during the fourth quarter of 2021. The new secured term loan bears interest at LIBOR plus 3.5% and is subject to a LIBOR floor of 0.5%. KREF recorded $2.0 million in issuance costs, inclusive of $0.8 million in arrangement and structuring fees paid to KCM. Inclusive of the amortization of the discount and issuance costs, KREF’s total cost of the secured term loan is LIBOR plus 4.1% per annum, subject to the applicable LIBOR floor, as of September 30, 2022. The following table summarizes KREF’s secured term loan at September 30, 2022 and December 31, 2021, respectively: September 30, 2022 December 31, 2021 Principal amount $ 347,375 $ 350,000 Unamortized discount (4,907) (5,652) Deferred financing costs (5,287) (5,799) Carrying amount $ 337,181 $ 338,549 Covenants — KREF is required to comply with customary loan covenants and event of default provisions related to its secured term loan that include, but are not limited to, negative covenants relating to restrictions on operations with respect to KREF’s status as a REIT, and financial covenants. Such financial covenants include a minimum consolidated tangible net worth of $650.0 million and a maximum Total Debt to Total Assets ratio, as defined in the secured term loan agreements, of 83.3% (the “Leverage Covenant”). KREF was in compliance with such covenants as of September 30, 2022 and December 31, 2021. |