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Secured Financing Agreements
3 Months Ended
Mar. 31, 2016
Secured financing agreements  
Secured Financing Agreements  
Secured Financing Agreements

 

9. Secured Financing Agreements

 

The following table is a summary of our secured financing agreements in place as of March 31, 2016 and December 31, 2015 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value at

 

 

 

Current 

 

Extended 

 

 

 

Pledged Asset

 

Maximum

 

March 31,

 

December 31,

 

 

 

  Maturity  

  

Maturity(a)

   

Pricing

   

Carrying Value

   

Facility Size

   

2016

   

2015

  

Lender 1 Repo 1

 

(b)

 

(b)

 

LIBOR + 1.85% to 5.25%

 

$

2,155,043

 

$

1,600,000

 

$

1,340,634

 

$

975,735

 

Lender 2 Repo 1

 

Oct 2017

 

Oct 2020

 

LIBOR + 1.75% to 2.75%

 

 

285,237

 

 

500,000

 

 

175,912

 

 

233,705

 

Lender 3 Repo 1

 

May 2017

 

May 2019

 

LIBOR + 2.50% to 2.85%

 

 

152,414

 

 

109,745

 

 

109,745

 

 

131,997

 

Lender 4 Repo 1

 

Oct 2016

 

Oct 2017

 

LIBOR + 2.00%

 

 

385,003

 

 

301,518

 

 

301,518

 

 

309,498

 

Lender 4 Repo 2

 

Dec 2018

 

Dec 2020

 

LIBOR + 2.50%

 

 

192,257

 

 

1,000,000

(c)

 

151,999

 

 

 —

 

Lender 6 Repo 1

 

Aug 2018

 

N/A

 

LIBOR + 2.50% to 3.00%

 

 

702,162

 

 

500,000

 

 

413,104

 

 

491,263

 

Lender 7 Secured Financing

 

Jul 2018

 

Jul 2019

 

LIBOR + 2.75%

(d)

 

109,285

 

 

650,000

(e)

 

 —

 

 

38,055

 

Conduit Repo 1

 

Sep 2016

 

N/A

 

LIBOR + 1.95% to 3.35%

 

 

 —

 

 

150,000

 

 

 —

 

 

80,741

 

Conduit Repo 2

 

Nov 2016

 

N/A

 

LIBOR + 2.10%

 

 

 —

 

 

150,000

 

 

 —

 

 

 —

 

Conduit Repo 3

 

Feb 2018

 

Feb 2019

 

LIBOR + 2.10%

 

 

96,986

 

 

150,000

 

 

71,599

 

 

66,041

 

Conduit Repo 4

 

Oct 2017

 

Oct 2020

 

LIBOR + 2.25%

 

 

16,842

 

 

100,000

 

 

12,188

 

 

 —

 

CMBS Repo 1

 

(f)

 

(f)

 

LIBOR + 1.90%

 

 

32,710

 

 

21,354

 

 

21,354

 

 

 —

 

CMBS Repo 2

 

Dec 2017

 

N/A

 

LIBOR + 2.35% to 2.70%

 

 

132,740

 

 

100,238

 

 

100,238

 

 

120,850

 

CMBS Repo 3

 

(g)

 

(g)

 

LIBOR + 1.40% to 1.85%

 

 

365,199

 

 

260,777

 

 

260,777

 

 

243,434

 

RMBS Repo 1

 

(h)

 

N/A

 

LIBOR + 1.90%

 

 

168,001

 

 

125,000

 

 

71,707

 

 

2,000

 

Investing and Servicing Segment Property Mortgages

 

June 2018 to Dec 2025

 

N/A

 

Various

 

 

133,136

 

 

106,055

 

 

100,715

 

 

82,964

 

Ireland Portfolio Mortgage

 

May 2020

 

N/A

 

EURIBOR + 1.69%

 

 

500,086

 

 

334,623

 

 

334,623

 

 

319,322

 

Woodstar Portfolio Mortgages

 

Nov 2025 to Jan 2026

 

N/A

 

3.72% to 3.81%

 

 

338,281

 

 

248,630

 

 

248,630

 

 

248,630

 

Woodstar Portfolio Government Financing

 

Mar 2026 to June 2049

 

N/A

 

1.00% to 5.00%

 

 

296,321

 

 

135,437

 

 

135,437

 

 

8,982

 

Term Loan

 

Apr 2020

 

N/A

 

LIBOR + 2.75%

(d)

 

3,015,838

 

 

656,578

 

 

656,578

 

 

658,270

 

FHLB Advances

 

Nov 2016

 

N/A

 

LIBOR + 0.37%

 

 

10,746

 

 

9,250

 

 

9,250

 

 

9,250

 

 

 

 

 

 

 

 

 

$

9,088,287

 

$

7,209,205

 

 

4,516,008

 

 

4,020,737

 

Unamortized premium (discount), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,099

 

 

(1,702)

 

Unamortized deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36,147)

 

 

(38,336)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,480,960

 

$

3,980,699

 


(a)

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

(b)

Maturity date for borrowings collateralized by loans is January 2017 before extension options and January 2019 assuming exercise of initial extension options.  Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions and not to exceed January 2023.

(c)

The initial maximum facility size of $600.0 million may be increased to $1.0 billion at our option, subject to certain conditions.

(d)

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.

(e)

The initial maximum facility size of $450.0 million may be increased to $650.0 million at our option, subject to certain conditions.

(f)

Facility carries a rolling 11 month term which may reset monthly with the lender’s consent not to exceed December 2018. This facility carries no maximum facility size.  Amount herein reflects the outstanding balance as of March 31, 2016.

(g)

Facility carries a rolling 12 month term which may reset monthly with the lender’s consent. Current maturity is March 2017. This facility carries no maximum facility size. Amount herein reflects the outstanding balance as of March 31, 2016.

(h)

The date that is 180 days after the buyer delivers notice to seller, subject to a maximum date of March 2017.

 

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

 

During the three months ended March 31, 2016, we executed two mortgage facilities with aggregate borrowings of $16.0 million to finance commercial real estate acquired by our Investing and Servicing Segment. As of March 31, 2016, these facilities carry a remaining weighted average term of 4.9 years. One of the facilities carries a floating annual interest rate of LIBOR + 2.25% while the other facility carries a fixed annual interest rate of 3.00%.

 

During the three months ended March 31, 2016, we assumed 16 federal, state and county sponsored mortgage facilities (“Woodstar Portfolio Government Financing”) associated with certain properties acquired in our Woodstar Portfolio with aggregate outstanding balances of $126.7 million as of the acquisition dates. 

 

In January 2016, we amended the CMBS Repo 2 facility to extend the maturity from December 2016 to December 2017.

 

In March 2016, we amended the Lender 2 Repo 1 facility to upsize available borrowings from $500.0 million to $600.0 million. This additional $100.0 million of borrowing capacity is exclusively for the financing of conduit mortgage loans and therefore this component of the Lender 2 Repo 1 facility is separately presented in the secured financing agreements table above as Conduit Repo 4.

 

Our secured financing agreements contain certain financial tests and covenants. Should we breach certain of these covenants it may restrict our ability to pay dividends in the future. As of March 31, 2016, we were in compliance with all such covenants.

The following table sets forth our five‑year principal repayments schedule for secured financings assuming no defaults and excluding 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):

 

 

 

 

 

 

 

 

 

 

 

    

Repurchase

    

Other Secured

    

 

 

 

Agreements

 

Financing

 

Total

2016 (remainder of)

    

$

353,820

    

$

16,384

    

$

370,204

2017

 

 

1,186,779

 

 

9,662

 

 

1,196,441

2018

 

 

641,989

 

 

29,373

 

 

671,362

2019

 

 

594,290

 

 

19,196

 

 

613,486

2020

 

 

174,303

 

 

979,305

 

 

1,153,608

Thereafter

 

 

79,594

 

 

431,313

 

 

510,907

Total

 

$

3,030,775

 

$

1,485,233

 

$

4,516,008

 

Secured financing maturities for 2016 primarily relate to $221.9 million on the Lender 6 Repo 1 facility and $71.6 million on the Conduit Repo 3 facility. 

 

For the three months ended March 31, 2016 and 2015, approximately $3.9 million and $3.5 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

 

The following table sets forth our outstanding balance of repurchase agreements related to the following asset collateral classes as of March 31, 2016 and December 31, 2015 (amounts in thousands):

 

 

 

 

 

 

 

 

Class of Collateral

 

March 31, 2016

 

December 31, 2015

Loans held-for-investment

    

$

2,492,912

    

$

2,142,198

Loans held-for-sale

 

 

83,787

 

 

146,782

Investment securities

 

 

454,076

 

 

366,284

 

 

$

3,030,775

 

$

2,655,264

 

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value.  The margin call provisions under the majority of our repurchase facilities, consisting of 59% of these agreements, do not permit valuation adjustments based on capital markets activity.  Instead, margin calls on these facilities are limited to collateral-specific credit marks.  To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.  For repurchase agreements containing margin call provisions for general capital markets activity, approximately 27% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments.  We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreements.