Debt | Debt The following table summarizes the Company’s financing arrangements in place as of December 31, 2023 (dollars in thousands): December 31, 2023 Facility Collateral Date issued Outstanding Carrying value Final stated Weighted Weighted Outstanding Amortized cost Carrying value Weighted Master Repurchase Agreements CMBS Mizuho(4) 4/15/2020 $ 303,514 $ 303,514 N/A (5) 7.26 % 0.0 $ 931,296 $ 470,761 $ 464,888 6.4 Asset Specific Financing Single Family Rental loans Freddie Mac 7/12/2019 590,306 590,306 7/12/2029 2.34 % 4.5 645,277 676,420 676,420 4.5 Mezzanine loans Freddie Mac 10/20/2020 59,252 59,252 8/1/2031 0.30 % 6.3 96,817 98,839 98,839 6.3 Multifamily properties CBRE 12/31/2021 32,366 32,157 6/1/2028 (6) 8.05 % 4.4 N/A 64,697 64,697 4.4 Various 10/10/2023 63,500 63,500 11/6/2024 (7) 8.84 % 0.9 N/A 61,854 61,854 0.9 Unsecured Financing Various 10/15/2020 36,500 35,852 10/25/2025 7.50 % 1.8 N/A N/A N/A N/A Various 4/20/2021 180,000 177,131 5/1/2026 5.75 % 2.3 N/A N/A N/A N/A Various 10/18/2022 6,500 6,500 10/18/2027 7.50 % 3.8 N/A N/A N/A N/A Total/weighted average $ 1,271,938 $ 1,268,212 4.55 % 2.9 $ 676,420 $ 1,372,571 $ 1,366,698 5.6 (1) Weighted-average interest rate using unpaid principal balances. (2) Weighted-average life is determined using the maximum maturity date of the corresponding loans, assuming all extension options are exercised by the borrower. (3) CMBS are shown at fair value on an unconsolidated basis. SFR Loans and mezzanine loans are shown at amortized cost. (4) On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho Securities ("Mizuho"). Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities. (5) The master repurchase agreement with Mizuho does not have a stated maturity date. The transactions in place have a one-month to two-month tenor and are expected to roll accordingly. (6) Debt was assumed upon acquisition of this property and recorded at the outstanding principal amount, net of debt issuance costs. The loan can be prepaid at a 1.0% prepayment premium on any unpaid principal. The loan is open to pre-payment in the last three months of the term. (7) Debt was assumed upon consolidation of this property and recorded at the outstanding principal amount. The following table summarizes the Company’s financing arrangements in place as of December 31, 2022 (dollars in thousands): December 31, 2022 Facility Collateral Date issued Outstanding Carrying Maximum Final stated Weighted Weighted Outstanding Carrying Weighted Master Repurchase Agreements CMBS Mizuho(4) 4/15/2020 $ 331,020 $ 331,020 N/A (5) 5.83 % 0.2 $ 974,440 $ 543,919 $ 539,736 7.0 Asset Specific Financing Single Family Rental loans Freddie Mac 7/12/2019 628,633 628,633 7/12/2029 2.35 % 5.4 688,046 726,531 726,531 5.4 Mezzanine loans Freddie Mac 10/20/2020 59,252 59,252 8/1/2031 0.30 % 7.3 105,817 108,390 108,390 7.3 Multifamily properties CBRE 12/31/2021 32,480 32,176 6/1/2028 (6) 5.80 % 5.4 N/A 59,491 59,491 5.4 CBRE 2/1/2022 89,634 89,060 2/1/2032 3.52 % 9.1 N/A 185,731 185,731 9.1 Unsecured Financing Various 10/15/2020 36,500 35,530 10/25/2025 7.50 % 2.8 N/A N/A N/A N/A Various 4/20/2021 165,000 162,930 5/1/2026 5.75 % 3.3 N/A N/A N/A N/A Various 10/18/2022 6,500 6,500 10/18/2027 7.50 % 4.8 N/A N/A N/A N/A Total/weighted average $ 1,349,019 $ 1,345,101 3.85 % 4.1 $ 1,768,303 $ 1,624,062 $ 1,619,879 6.4 (1) Weighted-average interest rate using unpaid principal balances. (2) Weighted-average life is determined using the maximum maturity date of the corresponding loans, assuming all extension options are exercised by the borrower. (3) CMBS are shown at fair value on an unconsolidated basis. SFR Loans and mezzanine loans are shown at amortized cost. (4) On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho. Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities. (5) The master repurchase agreement with Mizuho does not have a stated maturity date. The transactions in place have a one-month to two-month tenor and are expected to roll accordingly. (6) Debt was assumed upon acquisition of this property and recorded at the outstanding principal amount, net of debt issuance costs. The loan can be prepaid at a 1.0% prepayment premium on any unpaid principal. The loan is open to pre-payment in the last three months of the term. Prior to the Formation Transaction, two of our subsidiaries entered into a loan and security agreement dated, July 12, 2019, with Freddie Mac (the “Credit Facility”). Under the Credit Facility, these entities borrowed approximately $788.8 million in connection with their acquisition of senior pooled mortgage loans backed by SFR properties (the “Underlying Loans”). No additional borrowings can be made under the Credit Facility, and our obligations will be secured by the Underlying Loans. The Credit Facility is guaranteed by certain members of the Contribution Group and the OP. The guarantors are subject to minimum net worth and liquidity covenants. The Credit Facility continues to be guaranteed by members of the Contribution Group and the OP as of December 31, 2023. The Credit Facility was assumed by the Company as part of the Formation Transaction at carrying value which approximated fair value. As such, the remaining outstanding balance of $788.8 million was contributed to the Company on February 11, 2020. Our borrowings under the Credit Facility will mature on July 12, 2029. However, if an Underlying Loan matures or is paid off prior to July 12, 2029, the Company will be required to repay the portion of the Credit Facility that is allocated to that loan. As of December 31, 2023 and 2022, the outstanding balance on the Credit Facility was $590.3 million and $628.6 million, respectively. We, through the Subsidiary OPs, have borrowed approximately $303.5 million under our repurchase agreements and posted $931.3 million par value of our CMBS B-Piece, CMBS I/O Strip, MSCR Notes and mortgage backed security investments as collateral as of December 31, 2023. The CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities held as collateral are illiquid and irreplaceable in nature. These assets are restricted solely to satisfy the interest and principal balances owed to the lender. On November 15, 2023, the Company issued an additional $15.0 million aggregate principal amount of its 5.75% Notes at a price equal to 92.0% par value, including accrued interest, for proceeds of approximately $13.6 million after original issue discount and underwriting fees. As of December 31, 2023, the outstanding principal balances related to the SFR Loans and levered Mezzanine Loans consisted of the following (dollars in thousands): Investment Investment Date Outstanding Principal Balance (1) Location Property Type Interest Type Interest Rate Maturity Date SFR Loans Senior loan 2/11/2020 $ 465,690 Various Single-family Fixed 2.24 % 9/1/2028 Senior loan 2/11/2020 31,416 Various Single-family Fixed 2.14 % 10/1/2025 Senior loan 2/11/2020 33,967 Various Single-family Fixed 2.70 % 11/1/2028 Senior loan 2/11/2020 9,156 Various Single-family Fixed 2.79 % 9/1/2028 Senior loan 2/11/2020 9,284 Various Single-family Fixed 2.45 % 3/1/2026 Senior loan 2/11/2020 8,111 Various Single-family Fixed 3.51 % 2/1/2028 Senior loan 2/11/2020 8,787 Various Single-family Fixed 3.30 % 10/1/2028 Senior loan 2/11/2020 7,881 Various Single-family Fixed 3.14 % 1/1/2029 Senior loan 2/11/2020 5,848 Various Single-family Fixed 2.99 % 3/1/2029 Senior loan 2/11/2020 5,240 Various Single-family Fixed 3.14 % 12/1/2028 Senior loan 2/11/2020 4,926 Various Single-family Fixed 2.64 % 10/1/2028 Total $ 590,306 2.34 % Mezzanine Loans Senior loan 10/20/2020 $ 8,723 Wilmington, DE Multifamily Fixed 0.30 % 6/1/2029 Senior loan 10/20/2020 7,344 White Marsh, MD Multifamily Fixed 0.30 % 4/1/2031 Senior loan 10/20/2020 6,353 Philadelphia, PA Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 5,881 Daytona Beach, FL Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 4,523 Laurel, MD Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 4,179 Temple Hills, MD Multifamily Fixed 0.30 % 1/1/2029 Senior loan 10/20/2020 3,390 Temple Hills, MD Multifamily Fixed 0.30 % 5/1/2029 Senior loan 10/20/2020 3,348 Lakewood, NJ Multifamily Fixed 0.30 % 5/1/2029 Senior loan 10/20/2020 2,454 North Aurora, IL Multifamily Fixed 0.30 % 11/1/2028 Senior loan 10/20/2020 2,264 Rosedale, MD Multifamily Fixed 0.30 % 10/1/2028 Senior loan 10/20/2020 2,215 Cockeysville, MD Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 2,026 Laurel, MD Multifamily Fixed 0.30 % 7/1/2029 Senior loan 10/20/2020 1,836 Vancouver, WA Multifamily Fixed 0.30 % 8/1/2031 Senior loan 10/20/2020 1,763 Tyler, TX Multifamily Fixed 0.30 % 11/1/2028 Senior loan 10/20/2020 1,307 Las Vegas, NV Multifamily Fixed 0.30 % 10/1/2028 Senior loan 10/20/2020 918 Atlanta, GA Multifamily Fixed 0.30 % 8/1/2031 Senior loan 10/20/2020 728 Des Moines, IA Multifamily Fixed 0.30 % 3/1/2029 Total $ 59,252 0.30 % Outstanding principal balance represents the total repurchase agreement balance outstanding as of December 31, 2023. As of December 31, 2022, the outstanding principal balances related to the SFR Loans and levered Mezzanine Loans consisted of the following (dollars in thousands): Investment Investment Date Outstanding Principal Balance (1) Location Property Type Interest Type Interest Rate Maturity Date SFR Loans Senior loan 2/11/2020 $ 465,690 Various Single-family Fixed 2.24 % 9/1/2028 Senior loan 2/11/2020 46,094 Various Single-family Fixed 2.14 % 10/1/2025 Senior loan 2/11/2020 34,528 Various Single-family Fixed 2.70 % 11/1/2028 Senior loan 2/11/2020 9,293 Various Single-family Fixed 2.79 % 9/1/2028 Senior loan 2/11/2020 9,284 Various Single-family Fixed 2.45 % 3/1/2026 Senior loan 2/11/2020 8,828 Various Single-family Fixed 3.51 % 2/1/2028 Senior loan 2/11/2020 8,805 Various Single-family Fixed 3.30 % 10/1/2028 Senior loan 2/11/2020 8,007 Various Single-family Fixed 3.14 % 1/1/2029 Senior loan 2/11/2020 6,778 Various Single-family Fixed 2.98 % 2/1/2029 Senior loan 2/11/2020 5,947 Various Single-family Fixed 2.99 % 3/1/2029 Senior loan 2/11/2020 5,513 Various Single-family Fixed 2.40 % 2/1/2024 Senior loan 2/11/2020 5,346 Various Single-family Fixed 3.14 % 12/1/2028 Senior loan 2/11/2020 5,015 Various Single-family Fixed 2.64 % 10/1/2028 Senior loan 2/11/2020 4,770 Various Single-family Fixed 2.48 % 8/1/2023 Senior loan 2/11/2020 4,735 Various Single-family Fixed 2.97 % 1/1/2029 Total $ 628,633 2.35 % Mezzanine Loans Senior loan 10/20/2020 $ 8,723 Wilmington, DE Multifamily Fixed 0.30 % 6/1/2029 Senior loan 10/20/2020 7,344 White Marsh, MD Multifamily Fixed 0.30 % 4/1/2031 Senior loan 10/20/2020 6,353 Philadelphia, PA Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 5,881 Daytona Beach, FL Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 4,523 Laurel, MD Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 4,179 Temple Hills, MD Multifamily Fixed 0.30 % 1/1/2029 Senior loan 10/20/2020 3,390 Temple Hills, MD Multifamily Fixed 0.30 % 5/1/2029 Senior loan 10/20/2020 3,348 Lakewood, NJ Multifamily Fixed 0.30 % 5/1/2029 Senior loan 10/20/2020 2,454 North Aurora, IL Multifamily Fixed 0.30 % 11/1/2028 Senior loan 10/20/2020 2,264 Rosedale, MD Multifamily Fixed 0.30 % 10/1/2028 Senior loan 10/20/2020 2,215 Cockeysville, MD Multifamily Fixed 0.30 % 7/1/2031 Senior loan 10/20/2020 2,026 Laurel, MD Multifamily Fixed 0.30 % 7/1/2029 Senior loan 10/20/2020 1,836 Vancouver, WA Multifamily Fixed 0.30 % 8/1/2031 Senior loan 10/20/2020 1,763 Tyler, TX Multifamily Fixed 0.30 % 11/1/2028 Senior loan 10/20/2020 1,307 Las Vegas, NV Multifamily Fixed 0.30 % 10/1/2028 Senior loan 10/20/2020 918 Atlanta, GA Multifamily Fixed 0.30 % 8/1/2031 Senior loan 10/20/2020 728 Des Moines, IA Multifamily Fixed 0.30 % 3/1/2029 Total $ 59,252 0.30 % (1) Outstanding principal balance represents the total repurchase agreement balance outstanding as of December 31, 2022. For the years ended December 31, 2023 and 2022, the activity related to the carrying value of the master repurchase agreements, secured financing agreements and unsecured financing were as follows (in thousands): For the Year Ended December 31, 2023 2022 Balances as of December 31, $ 1,345,101 $ 1,273,355 Decrease in Mortgages Payable in connection with VIE deconsolidation (89,012) — Increase in Mortgages Payable in connection with VIE consolidation 63,500 — Principal borrowings 55,239 260,937 Principal repayments (121,094) (185,200) Unsecured notes offering 13,557 — Repurchase of unsecured notes — (4,829) Accretion of discounts 966 790 Amortization of deferred financing costs (45) 48 Balances as of December 31, $ 1,268,212 $ 1,345,101 Schedule of Debt Maturities The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to December 31, 2023 are as follows (in thousands): Year Recourse Non-recourse Total 2024(1) $ 63,500 $ 303,514 $ 367,014 2025 36,500 31,416 67,916 2026 180,000 9,284 189,284 2027 6,500 — 6,500 2028 32,366 543,665 576,031 Thereafter — 65,193 65,193 $ 318,866 $ 953,072 $ 1,271,938 (1) The transactions in place in the master repurchase agreement with Mizuho have a one-month to two-month tenor and are expected to roll accordingly. |