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Secured Financing Agreements
6 Months Ended
Jun. 30, 2014
Secured Financing Agreements  
Secured Financing Agreements

8. Secured Financing Agreements

 

The following table is a summary of our secured financing agreements in place as of June 30, 2014 and December 31, 2013 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pledged
Asset

 

Maximum

 

Carrying Value at

 

 

 

Facility
Type

 

Revolver

 

Eligible
Assets

 

Current
Maturity

 

Extended
Maturity(a)

 

Pricing

 

Carrying
Value

 

Facility
Size

 

June 30, 2014

 

December 31,
2013

 

Lender 1 Repo 1

 

Repurchase

 

Yes

 

Identified Loans and CMBS

 

(b)

 

(b)

 

LIBOR + 1.85% to 5.25%

 

$

1,349,733

 

$

1,000,000

 

$

753,032

 

$

449,323

 

Lender 1 Repo 2

 

Repurchase

 

Yes

 

Identified RMBS

 

(c)

 

N/A

 

LIBOR + 1.90%

 

230,129

 

175,000

 

120,627

 

127,943

 

Lender 1 Repo 3

 

Repurchase

 

No

 

Identified Loans

 

Dec 2014

 

Dec 2016

 

LIBOR + 2.75%

 

210,041

 

148,860

 

148,860

 

154,133

 

Lender 2 Repo 1

 

Repurchase

 

Yes

 

Identified Loans

 

Oct 2015

 

Oct 2018

 

LIBOR + 2.00% to 2.75%

 

269,290

 

225,000

(d)

181,151

 

100,886

 

Lender 3 Repo 1

 

Repurchase

 

No

 

Identified Loans

 

May 2017

 

May 2019

 

LIBOR + 2.85%

 

135,132

 

93,836

 

93,836

 

50,871

 

Conduit Repo 1

 

Repurchase

 

Yes

 

Identified Loans

 

Sep 2014

 

Sep 2014

 

LIBOR + 2.20%

 

 

250,000

 

 

129,843

 

Conduit Repo 2

 

Repurchase

 

Yes

 

Identified Loans

 

Nov 2014

 

Nov 2014

 

LIBOR + 2.10%

 

128,083

 

150,000

 

95,568

 

 

Lender 4 Repo 1

 

Repurchase

 

No

 

Identified Loans

 

Oct 2015

 

Oct 2017

 

LIBOR + 2.60%

 

456,758

 

359,226

 

359,226

 

347,697

 

Lender 5 Repo 1

 

Repurchase

 

No

 

Identified CMBS

 

Dec 2014

 

Dec 2014

 

LIBOR + 2.00%

 

84,150

 

58,467

 

58,467

 

58,467

 

Borrowing Base

 

Bank Credit Facility

 

Yes

 

Identified Loans

 

Sep 2015

 

Sep 2017

 

LIBOR + 3.25%(e)

 

661,164

 

250,000

 

84,386

 

169,104

 

Term Loan

 

Syndicated Facility

 

No

 

Specifically Identified Assets

 

Apr 2020

 

Apr 2020

 

LIBOR + 2.75%(e)

 

2,936,771

 

668,423

 

666,114

(f)

669,293

(f)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,461,251

 

$

3,378,812

 

$

2,561,267

 

$

2,257,560

 

 

 

(a)                 Subject to certain conditions as defined in the respective facility agreement.

(b)                 Maturity date for borrowings collateralized by loans of January 2017 before extension options and January 2019 assuming initial extension options.  Maturity date for borrowings collateralized by CMBS of January 2015 before extension options and January 2016 assuming initial extension options.

(c)                 The date that is 180 days after the buyer delivers notice to seller, subject to a maximum date of March 13, 2015.

(d)                 On July 24, 2014, we amended the Lender 2 Repo 1 facility to upsize available borrowings from $225 million to $325 million and reduce pricing 25-50 basis points depending on the collateral type.

(e)                 Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement. The Term Loan is also subject to a 75 basis point floor.

(f)                  Term loan outstanding balance is net of $2.3 million and $2.5 million of unamortized discount as of June 30, 2014 and December 31, 2013.

 

In January 2014, we amended the Lender 1 Repo 1 facility to (i) upsize available borrowings to $1.0 billion from $550 million; (ii) extend the maturity date for loan collateral to January 2019 and for CMBS collateral to January 2016, each from August 2014, and each assuming initial extension options; (iii) allow for up to four additional one-year extension options with respect to any loan collateral that remains financed at maturity, in an effort to match the term of the maturity dates of these assets; (iv) reduce pricing and debt-yield thresholds for purchased assets; and (v) amend certain financial covenants to contemplate the spin-off of the SFR segment.  STWD guarantees certain of the obligations of the consolidated subsidiary, which is the borrower under the repurchase agreement, up to a maximum liability of either 25% or 100% of the then-currently outstanding repurchase price of purchased assets, depending upon the type of asset being financed.

 

In May 2014, we amended our Lender 3 Repo 1 facility to (i) increase additional borrowings by $42.7 million; (ii) extend the maturity date for loan collateral to May 2019, assuming the exercise of two one-year extension options; (iii) reduce pricing for all purchased assets; and (iv) increase advance rates for certain purchased assets.

 

Our secured financing agreements contain certain financial tests and covenants. As of June 30, 2014, we were in compliance with all such covenants.

 

The following table sets forth our five-year principal repayments schedule for the secured financings, assuming no defaults or expected extensions and excluding the loans transferred as secured borrowings. Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The amount reflected in each period includes principal repayments on our credit facilities that would be required if (i) we received the repayments that we expect to receive on the investments that have been pledged as collateral under the credit facilities, as applicable, and (ii) the credit facilities that are expected to have amounts outstanding at their current maturity dates are extended where extension options are available to us (amounts in thousands):

 

2014 (remainder of)

 

$

194,472

 

2015

 

155,464

 

2016

 

296,329

 

2017

 

568,760

 

2018

 

223,683

 

Thereafter(1)

 

1,124,868

 

Total

 

$

2,563,576

 

 

 

(1)                 Principal paydown of the Term Loan through 2020 excludes $2.3 million of discount amortization.

 

Secured financing maturities for 2014 primarily relate to $95.6 million on the Conduit Repo 2 facility, $58.5 million on the Lender 5 Repo 1 facility, and $26.2 million on the Lender 1 Repo 3 facility.

 

As of June 30, 2014 and December 31, 2013, we had approximately $24.9 million and $22.5 million, respectively, of deferred financing costs from secured financing agreements, net of amortization, which is included in other assets on our condensed consolidated balance sheets. For the three and six months ended June 30, 2014, approximately $2.6 million, and $5.3 million, respectively, of amortization was included in interest expense on our condensed consolidated statements of operations. For the three and six months ended June 30, 2013, approximately $1.8 million, and $5.0 million, respectively, of amortization was included in interest expense on our condensed consolidated statements of operations.