Debt Obligations | Debt Obligations The following table summarizes KREF's secured master repurchase agreements and other financing arrangements in place as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 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 $ 714,667 $ 713,276 Sep 2026 6.5 % 2.2 $ 973,506 $ 965,118 $ 952,043 3.6 $ 670,824 Morgan Stanley (F) Dec 2016 600,000 574,032 572,901 Dec 2025 6.9 1.7 822,247 818,814 804,842 2.8 593,136 Goldman Sachs (G) Sep 2016 240,000 240,000 239,190 Oct 2025 7.8 1.7 422,493 418,969 416,017 3.4 168,369 Term Lending Agreements KREF Lending IX (H) Jul 2021 1,000,000 741,922 734,725 n.a 7.1 1.9 932,979 926,332 921,019 3.9 719,000 KREF Lending V (I) Jun 2019 517,310 489,245 489,075 Jun 2026 6.9 0.3 696,930 696,506 653,032 0.8 502,539 KREF Lending XII (J) Jun 2022 350,000 166,771 165,605 n.a 6.6 2.6 221,575 220,170 219,197 4.0 159,784 BMO Facility (K) Aug 2018 300,000 138,615 137,295 n.a 6.7 2.2 179,601 178,618 178,214 4.2 137,170 Warehouse Facility HSBC Facility (L) Mar 2020 500,000 — — Mar 2026 — 2.9 — — — n.a — Asset Specific Financing KREF Lending XIII (M) Aug 2022 265,625 84,789 81,906 n.a 8.1 3.4 99,752 97,141 97,014 4.4 69,777 KREF Lending XIV (N) Oct 2022 125,000 — (1,547) n.a — 0.0 — (1,271) (1,271) 4.5 (1,655) KREF Lending XI (O) Apr 2022 100,000 100,000 99,138 n.a 8.2 1.4 125,000 124,498 123,766 3.4 98,990 Revolving Credit Agreement Revolver (P) Dec 2018 610,000 — — Mar 2027 — 4.0 n.a n.a n.a n.a — Total / Weighted Average $ 5,607,935 $ 3,250,041 $ 3,231,564 7.0 % 1.8 $ 3,117,934 (A) Net of $18.5 million and $21.2 million unamortized deferred financing costs as of March 31, 2023 and December 31, 2022, 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 financing spread. As of March 31, 2023 and December 31, 2022, 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 31.1% and 31.5%, respectively (or 30.1% and 25.6%, 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 threshol ds. As of March 31, 2023, the financing spread was between 1.41% and 1.61%. (F) In March 2023, KREF extended the current stated maturity to December 2025. Following the maturity date, KREF has two one-year extension periods subject to approval by Morgan Stanley. In addition, KREF has the option to increase the facility amount to $750.0 million. As of March 31, 2023, the financing spread was between 1.70% and 2.40%. (G) The current stated maturity date is October 20 23, with two one-year extension options available to KREF. A s of March 31, 2023, the financing spread was betwe en 1.75% and 3.40%. (H) 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 March 31, 2023, the financing spread was betwe en 1.65% and 2.00%. (I) 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 March 31, 2023, the Initial Buyer held 23.9% of the total commitment under the facility. Borrowings under the facility are collateralized by certain loans, held for investment, and bear interest equal to Term SOFR, plus a 2.00% margin. The current stated maturity is June 2023, subject to three additional one-year extension options, which may be exercised by KREF upon the satisfaction of certain customary conditions and thresholds. (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 March 31, 2023, the financing spread was between 1.35% and 1.45% . (K) 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 financing on a non-mark-to-market basis with match-term up to five years with partial recourse to KREF. As of March 31, 2023, the financing spread was 1.85% . (L) KREF entered into a $500.0 million Loan and Security Agreement with HSBC Bank USA, National Association (“HSBC Facility”). In March 2023, KREF extended the facility maturity date to March 2026. The facility provides warehouse financing on a non-mark-to-market basis with partial recourse to KREF. (M) 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 March 31, 2023, the financing spread was 3.0%. (N) K REF, through its wholly-owned subsidiary KREF Lending XIV LLC, entered into a $125.0 million loan financing facility with a financial institution ("KREF Lending XIV Facility"). The facility provides match-term asset-based financing on a non-mark-to-market and non-recourse basis. As of March 31, 2023, the financing spread was 2.75% . (O) 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 March 31, 2023, the financing spread was 2.76% . (P) KREF entered into a $100.0 million corporate revolving credit agreement (“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 March 31, 2023. 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 March 31, 2023, the carrying value excluded $4.6 million unamortized d ebt issuance costs presented within "Other assets" on KREF's Condensed Consolidated B alance Sheets. As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022: Outstanding Principal Net Counterparty Exposure Percent of Stockholders' Equity Weighted Average Life (Years) (A) March 31, 2023 Wells Fargo $ 714,667 $ 245,534 16.2 % 2.2 Morgan Stanley 574,032 234,779 15.5 1.7 KREF Lending IX 741,922 184,242 12.2 1.9 Goldman Sachs 240,000 179,582 11.9 1.7 KREF Lending V (B) 489,245 170,394 11.3 0.3 Total / Weighted Average $ 2,759,866 $ 1,014,531 67.1 % 1.6 December 31, 2022 Wells Fargo $ 672,556 $ 240,897 15.3 % 2.5 Morgan Stanley 594,537 199,485 12.7 0.8 Goldman Sachs 169,073 190,917 12.1 2.1 KREF Lending V (B) 502,878 182,774 11.6 0.3 KREF Lending IX 727,472 177,358 11.3 2.2 Total / Weighted Average $ 2,666,516 $ 991,431 63.0 % 1.6 (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 2.7% and 2.8% of the net counterparty exposure as a percent of stockholders' equity as of March 31, 2023 and December 31, 2022, respectively. 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 Facility 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 and/or Term SOFR plus a margin. The weighted average margin on the facility was 1.8% a s of March 31, 2023 and December 31, 2022 . The following tables summarize our borrowings under the Term Loan Facility: March 31, 2023 Term Loan Facility Count Outstanding Principal Amortized Cost Carrying Value Wtd. Avg. Yield/Cost (A) Guarantee (B) Wtd. Avg. Term (C) Collateral assets 12 $ 803,770 $ 797,790 $ 747,109 + 3.4% n.a. May 2026 Financing provided n.a. 644,378 643,697 643,697 + 1.9% n.a. May 2026 December 31, 2022 Term Loan Facility Count Outstanding Principal Amortized Cost Carrying Value Wtd. Avg. Yield/Cost (A) Guarantee (B) Wtd. Avg. Term (C) Collateral assets 12 $ 785,076 $ 780,526 $ 751,579 + 3.4% n.a. April 2026 Financing provided n.a. 631,557 630,757 630,757 + 1.9% n.a. April 2026 (A) Collateral loans assets are indexed to one-month LIBOR and/or Term SOFR. 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 three months ended March 31, 2023, 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, 2022 $ 3,748,691 Principal borrowings 162,436 Principal repayments/sales (38,717) Deferred debt issuance costs (691) Amortization of deferred debt issuance costs 3,542 Balance as of March 31, 2023 $ 3,875,261 Maturities — KREF’s secured financing agreements, term loan facility and other consolidated debt obligations in place as of March 31, 2023 had contractual maturities (A) as follows: Year Nonrecourse Recourse (B) Total 2023 $ 480,764 $ 105,054 $ 585,818 2024 1,217,029 262,487 1,479,516 2025 936,583 301,369 1,237,952 2026 445,230 97,402 542,632 Thereafter 48,501 — 48,501 $ 3,128,107 $ 766,312 $ 3,894,419 (A) Represents earlier of the next maturity of the underlying loans and the maximum maturity of the secured financing agreements. (B) Except for the Revolver, which is full recourse, amounts borrowed subject to a maximum 25.0% recourse limit. The Revolver matures 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 financing agreements). As of March 31, 2023 and December 31, 2022 , KREF was in compliance with its financial debt covenants. 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 i s LIBOR plus 4.1% per annum, subject to the applicable LIBOR floor, as of March 31, 2023. The following table summarizes KREF’s secured term loan at March 31, 2023 and December 31, 2022, respectively: March 31, 2023 December 31, 2022 Principal $ 345,625 $ 346,500 Deferred financing costs (4,751) (5,016) Unamortized discount (4,410) (4,656) Carrying value $ 336,464 $ 336,828 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 March 31, 2023 and December 31, 2022. |