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Secured Financing Agreements
6 Months Ended
Jun. 30, 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 June 30, 2016 and December 31, 2015 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value at

 

 

Current

 

Extended

 

 

 

Pledged Asset

 

Maximum

 

June 30,

 

December 31,

 

    

Maturity

    

Maturity (a)

    

Pricing

   

Carrying Value

    

Facility Size

   

2016

  

2015

Lender 1 Repo 1

 

(b)

 

(b)

 

LIBOR + 1.85% to 5.25%

 

$

2,179,007

 

$

1,600,000

 

$

1,490,949

 

$

975,735

Lender 2 Repo 1

 

Oct 2017

 

Oct 2020

 

LIBOR + 1.75% to 2.75%

 

 

300,368

 

 

500,000

 

 

238,479

 

 

233,705

Lender 3 Repo 1

 

May 2017

 

May 2019

 

LIBOR + 2.50% to 2.85%

 

 

112,022

 

 

79,325

 

 

79,325

 

 

131,997

Lender 4 Repo 1

 

Oct 2016

 

Oct 2017

 

LIBOR + 2.00%

 

 

 —

 

 

 —

 

 

 —

 

 

309,498

Lender 4 Repo 2

 

Dec 2018

 

Dec 2020

 

LIBOR + 2.00% to 2.50%

 

 

253,813

 

 

1,000,000

(c)

 

164,940

 

 

 —

Lender 6 Repo 1

 

Aug 2018

 

N/A

 

LIBOR + 2.50% to 3.00%

 

 

431,821

 

 

500,000

 

 

288,149

 

 

491,263

Lender 7 Secured Financing

 

Jul 2018

 

Jul 2019

 

LIBOR + 2.75%

(d)

 

108,120

 

 

650,000

(e)

 

 —

 

 

38,055

Conduit Repo 1

 

N/A

 

N/A

 

N/A

 

 

 —

 

 

 —

 

 

 —

 

 

80,741

Conduit Repo 2

 

Nov 2016

 

N/A

 

LIBOR + 2.10%

 

 

42,612

 

 

150,000

 

 

31,594

 

 

 —

Conduit Repo 3

 

Feb 2018

 

Feb 2019

 

LIBOR + 2.10%

 

 

9,096

 

 

150,000

 

 

6,825

 

 

66,041

Conduit Repo 4

 

Oct 2017

 

Oct 2020

 

LIBOR + 2.25%

 

 

62,377

 

 

100,000

 

 

46,612

 

 

 —

CMBS Repo 1

 

(f)

 

(f)

 

LIBOR + 1.90%

 

 

32,800

 

 

21,354

 

 

21,354

 

 

 —

CMBS Repo 2

 

Jun 2020

 

N/A

 

LIBOR/EURIBOR + 2.00% to 2.70%

 

 

339,132

 

 

247,192

 

 

247,192

 

 

120,850

CMBS Repo 3

 

(g)

 

(g)

 

LIBOR + 1.40% to 1.85%

 

 

409,685

 

 

287,467

 

 

287,467

 

 

243,434

RMBS Repo 1

 

(h)

 

N/A

 

LIBOR + 1.90%

 

 

157,641

 

 

185,000

 

 

91,144

 

 

2,000

Investing and Servicing Segment Property Mortgages

 

Jun 2018 to Jun 2026

 

N/A

 

Various

 

 

150,199

 

 

124,061

 

 

118,163

 

 

82,964

Ireland Portfolio Mortgage

 

May 2020

 

N/A

 

EURIBOR + 1.69%

 

 

483,814

 

 

326,558

 

 

326,558

 

 

319,322

Woodstar Portfolio Mortgages

 

Jul 2017 to Jan 2026

 

N/A

 

3.72% to 7.46%

(i)

 

380,690

 

 

267,114

 

 

267,114

 

 

248,630

Woodstar Portfolio Government Financing

 

Jun 2017 to Jun 2049

 

N/A

 

1.00% to 5.00%

 

 

318,501

 

 

137,394

 

 

137,394

 

 

8,982

Term Loan

 

Apr 2020

 

N/A

 

LIBOR + 2.75%

(d)

 

2,937,230

 

 

654,886

 

 

654,886

 

 

658,270

FHLB Advances

 

Nov 2016

 

N/A

 

LIBOR + 0.37%

 

 

10,207

 

 

9,250

 

 

9,250

 

 

9,250

 

 

 

 

 

 

 

 

$

8,719,135

 

$

6,989,601

 

 

4,507,395

 

 

4,020,737

Unamortized premium (discount), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,414

 

 

(1,702)

Unamortized deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,588)

 

 

(38,336)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,476,221

 

$

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 June 30, 2016.

(g)

Facility carries a rolling 12 month term which may reset monthly with the lender’s consent. Current maturity is June 2017. This facility carries no maximum facility size. Amount herein reflects the outstanding balance as of June 30, 2016.

(h)

The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2018.

(i)

The Woodstar Portfolio Mortgages carry a weighted average interest rate of 3.99% as of June 30, 2016.

 

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 six months ended June 30, 2016, we executed four mortgage facilities with aggregate borrowings of $32.2 million to finance commercial real estate acquired by our Investing and Servicing Segment. As of June 30, 2016, these facilities carry a remaining weighted average term of 6.1 years. One of the facilities carry floating annual interest rates with average spreads of LIBOR + 2.25% while the remaining facilities carry average fixed annual interest rates of 3.50%.

 

During the three and six months ended June 30, 2016, we assumed one and 17 federal, state and county sponsored mortgage facilities (“Woodstar Portfolio Government Financing”), respectively, associated with certain properties acquired in our Woodstar Portfolio with aggregate outstanding balances of $2.5 million and $129.2 million, respectively, as of the acquisition dates.  During the three months ended June 30, 2016, we also assumed two other mortgage facilities (“Woodstar Portfolio Mortgages”) associated with properties acquired in our Woodstar Portfolio with aggregate outstanding balances of $18.6 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.

 

In April 2016, we amended the Lender 4 Repo 2 facility to allow for up to $200.0 million of financing for conduit mortgage loan originations under the existing borrowing capacity. 

 

In April 2016, we terminated the Conduit Repo 1 facility.

 

In May 2016, we amended the RMBS Repo 1 facility to upsize available borrowings from $125.0 million to $185.0 million and amend the maturity date to the earlier of (i) 270 days from when the lender delivers notice to the Company or (ii) May 2018.

 

In June 2016, we expanded our CMBS Repo 2 facility to finance our acquisition of one first mortgage loan and one first mortgage loan portfolio, each of which had been securitized into single-borrower securitizations by the seller. This financing, which totaled €124.1 million as of June 30, 2016, matures in June 2020 and carries an annual interest rate of three-month EURIBOR + 2.00%.  

 

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 June 30, 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)

 

$

166,552

 

$

14,313

 

$

180,865

2017

 

 

827,610

 

 

30,390

 

 

858,000

2018

 

 

994,507

 

 

30,808

 

 

1,025,315

2019

 

 

617,347

 

 

19,310

 

 

636,657

2020

 

 

308,421

 

 

971,302

 

 

1,279,723

Thereafter

 

 

79,593

 

 

447,242

 

 

526,835

Total

 

$

2,994,030

 

$

1,513,365

 

$

4,507,395

 

Secured financing maturities for 2016 primarily relate to $62.9 million on the Lender 4 Repo 2 facility and $46.6 million on the Conduit Repo 4 facility. 

 

For the three and six months ended June 30, 2016, approximately $4.3 million and $8.2 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and six months ended June 30, 2015, approximately $3.5 million and $7.0 million, respectively, of amortization of deferred financing costs 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 June 30, 2016 and December 31, 2015 (amounts in thousands):

 

 

 

 

 

 

 

 

Class of Collateral

 

June 30, 2016

 

December 31, 2015

Loans held-for-investment

    

$

2,198,902

    

$

2,142,198

Loans held-for-sale

 

 

147,971

 

 

146,782

Investment securities

 

 

647,157

 

 

366,284

 

 

$

2,994,030

 

$

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 62% 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 33% 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.