the transaction documents. The maximum amount of financing available under the Facility is up to $437,118,101 (comprised of an expected approximately $236,000,000 sale for the first pool and an expected approximately $158,000,000 sale for the second pool, plus future funding requirements for several of the assets to be financed under this Facility).
The initial availability period of the Facility (during which financing under the Facility may be used for acquisition and origination of new assets) is two years. WF-2 may request to extend the availability period on terms mutually agreeable among WF-2 and the Buyer.
In connection with the Repurchase Agreement, we entered into a Limited Guaranty (the “Guaranty”) pursuant to which we guarantee the prompt and complete payment and performance of the guaranteed obligations when due under the Facility, subject to limitations specified therein. The Guaranty may become full recourse to us upon the occurrence of certain events, including willful bad acts by us or WF-2.
The Repurchase Agreement and Guaranty contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type. In addition, we are required (i) to maintain its adjusted tangible net worth at an amount not less than the greater of either (a) 75% of the net cash proceeds of any equity issuance by us plus 75% of the net available capital commitments (if any) callable by us, minus 75% of the amounts expended for equity redemptions or repurchases by us and (b) 75% of the then-current maximum amount; (ii) to maintain an EBITDA to interest expense ratio not less than 1.40 to 1.00; (iii) to maintain a total indebtedness to tangible net worth ratio of less than 3.50 to 1.00; and (iv) to maintain minimum liquidity plus net available capital commitments at not less than the greater of (x) $15,000,000 and (y) 5% of the amount outstanding under the Facility.
Each transaction under the Facility to finance Eligible Assets will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. In addition, any term of the Facility or the Guaranty may be amended in connection with any transaction.
CLO Transaction Overview
On October 21, 2024 (the “CLO Closing Date”), we issued a collateralized loan obligation (the “CLO”) through our subsidiary real estate investment trust, FS Rialto Sub-REIT LLC (“Sub-REIT”), and a wholly-owned subsidiary of Sub-REIT, FS Rialto 2024-FL9 Issuer, LLC, a newly-formed Delaware limited liability company, as issuer (the “CLO Issuer”).
On the CLO Closing Date, the CLO Issuer issued six classes of offered notes, the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (the “Offered Notes”), and an additional three classes of non-offered notes, the Class F Notes, the Class G Notes and the Class H Notes (together with the Offered Notes, the “Notes”; all classes of Notes other than the Class H Notes are referred to collectively herein as the “Secured Notes”), each in the principal amount and having the characteristics and designations set forth in the table and description below.
The CLO Issuer issued the Notes pursuant to the terms of an indenture, dated as of October 21, 2024 (the “Indenture”), by and among the CLO Issuer, us, as advancing agent (in such capacity, the “Advancing Agent”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Computershare Trust Company, National Association, as note administrator (in such capacity, the “Note Administrator”) and custodian. The Note Administrator will also act as paying agent, calculation agent, transfer agent, backup advancing agent and notes registrar for the CLO Issuer. We will serve as the collateral manager for the CLO Issuer. A copy of the Indenture is filed herewith as Exhibit 10.1 and is incorporated herein by reference.