10. Secured Financing Agreements

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


	Current	Extended			Pledged Asset		Maximum			Carrying Value at December 31,
	Maturity	Maturity (a)	Pricing		Carrying Value		Facility Size			2016		2015
Lender 1 Repo 1	(b)	(b)	LIBOR + 1.75% to 5.75%		$	1,645,064	$	2,000,000	(c)	$	944,712	$	975,735
Lender 2 Repo 1	Oct 2017	Oct 2020	LIBOR + 1.75% to 2.75%			387,528		500,000			132,941		233,705
Lender 3 Repo 1	May 2017	May 2019	LIBOR + 2.50% to 2.85%			110,401		78,288			78,288		131,997
Lender 4 Repo 1	N/A	N/A	N/A			—		—			—		309,498
Lender 4 Repo 2	Dec 2018	Dec 2020	LIBOR + 2.00% to 2.50%			484,072		1,000,000	(d)		166,394		—
Lender 6 Repo 1	Aug 2019	N/A	LIBOR + 2.50% to 2.75%			376,953		500,000			182,586		491,263
Lender 6 Repo 2	Nov 2019	Nov 2020	GBP LIBOR + 2.75%			173,621		121,509			121,509		—
Lender 9 Repo 1	Dec 2017	Dec 2018	LIBOR + 1.65%			378,152		283,575			283,575		—
Lender 7 Secured Financing	Jul 2018	Jul 2019	LIBOR + 2.75%	(e)		86,650		650,000	(f)		—		38,055
Lender 8 Secured Financing	Aug 2019	N/A	LIBOR + 4.00%			66,243		75,000			43,555		—
Conduit Repo 1	N/A	N/A	N/A			—		—			—		80,741
Conduit Repo 2	Nov 2017	N/A	LIBOR + 2.25%			20,035		150,000			14,944		—
Conduit Repo 3	Feb 2018	Feb 2019	LIBOR + 2.10%			—		150,000			—		66,041
Conduit Repo 4	Oct 2017	Oct 2020	LIBOR + 2.25%			—		100,000			—		—
MBS Repo 1	(g)	(g)	LIBOR + 1.90%			31,840		21,052			21,052		—
MBS Repo 2	Jun 2020	N/A	LIBOR/EURIBOR + 2.00% to 2.95%			329,667		239,434			239,434		120,850
MBS Repo 3	(h)	(h)	LIBOR + 1.37% to 2.00%			411,173		285,209			285,209		243,434
MBS Repo 4	(i)	N/A	LIBOR + 1.20% to 1.90%			188,670		225,000			5,633		2,000
Investing and Servicing Segment Property Mortgages	Feb 2018 to Jun 2026	N/A	Various			218,156		168,811			164,611		82,964
Ireland Portfolio Mortgage	May 2020	N/A	EURIBOR + 1.69%			450,158		309,246			309,246		319,322
Woodstar Portfolio Mortgages	Nov 2025 to Oct 2026	N/A	3.72% to 3.97%			376,653		276,748			276,748		248,630
Woodstar Portfolio Government Financing	Mar 2026 to Jun 2049	N/A	1.00% to 5.00%			314,441		135,584			135,584		8,982
Medical Office Portfolio Mortgages	Dec 2021	Dec 2023	LIBOR + 2.50%	(j)		767,540		524,499			491,197		—
Term Loan A	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		1,095,189		300,000			300,000		—
Term Loan B	N/A	N/A	N/A			—		—			—		658,270
Revolving Secured Financing	Dec 2020	Dec 2021	LIBOR + 2.25%	(e)		—		100,000			—		—
FHLB Advances	N/A	N/A	N/A			—		—			—		9,250
					$	7,912,206	$	8,193,955			4,197,218		4,020,737
Unamortized premium (discount), net											2,640		(1,702)
Unamortized deferred financing costs											(45,732)		(38,336)
										$	4,154,126	$	3,980,699

(a)

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

(b)

Maturity date for borrowings collateralized by loans is September 2018 before extension options and September 2021 assuming exercise of 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 September 2025.

(c)

The initial maximum facility size of $1.8 billion may be increased to $2.0 billion at our option, subject to certain conditions.

(d)

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

(e)

Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.

(f)

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

(g)

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 December 31, 2016.

(h)

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

(i)

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

(j)

Subject to a 25 basis point floor.

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 year ended December 31, 2016, we entered into eight mortgage facilities with aggregate borrowings of $75.6 million to finance commercial real estate acquired by our Investing and Servicing Segment. As of December 31, 2016, these facilities carry a remaining weighted average term of 4.0 years. Four of the facilities carry floating annual interest rates with average spreads of LIBOR + 2.27% while the remaining facilities carry average fixed annual interest rates of 3.53%.

In connection with our acquisition of the Woodstar Portfolio, we assumed 22 federal, state and county sponsored mortgage facilities (“Woodstar Portfolio Government Financing”) with aggregate outstanding balances of $135.6 million as of December 31, 2016. At their respective acquisition dates, we also assumed two additional mortgage facilities with aggregate outstanding balances of $18.6 million. These acquisitions were refinanced in September 2016 for $28.1 million with 10-year fixed rate financing at 3.97%.

In January 2016, we amended the mortgage-backed securities (“MBS”) Repo 2 facility to extend the maturity from December 2016 to December 2017. Subsequently in June 2016, we expanded the facility to finance our acquisition of a first mortgage loan and a first mortgage loan portfolio, each of which had been securitized into single-borrower securitizations by the seller. The financing for these assets matures in June 2020 and carries an annual interest rate of three-month EURIBOR + 2.00%.

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 April 2016, we terminated the Lender 4 Repo 1 facility.

In May 2016, we amended the MBS Repo 4 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. Subsequently in September 2016, we amended this facility to upsize available borrowings from $185.0 million to $225.0 million and allow for up to $50.0 million of the facility to be utilized for financing of CMBS.

In August 2016, we entered into a $75.0 million secured financing agreement (“Lender 8 Secured Financing”) that carries a three year initial term and an annual interest rate of LIBOR + 4.00% to finance an existing first mortgage loan within our Lending Segment.

In September 2016, we amended the Lender 6 Repo 1 facility to extend the maturity from August 2018 to August 2019.

In September 2016, we amended the Lender 1 Repo 1 facility to upsize available borrowings from $1.6 billion to $1.8 billion and extend the maturity from January 2017 to September 2018. Subject to certain conditions defined in the facility agreement, the maximum facility size may be increased to $2.0 billion at our option.

In November 2016, we amended the Conduit Repo 2 facility to extend the maturity from November 2016 to November 2017.

In November 2016, we entered into a £98.5 million repurchase facility (“Lender 6 Repo 2”) that carries a three year initial term with a one year extension option and an annual interest rate of GBP LIBOR + 2.75% to finance the co-origination of a £142.5 first mortgage loan within our Lending Segment.

In December 2016, entered into a credit agreement which consists of: (i) a $300.0 million term loan facility (“Term Loan A”) that carries a four year initial term with two six-month extension options and an annual interest rate of LIBOR + 2.25%; and (ii) a $100.0 million revolving credit facility (“Revolving Secured Financing”) that carries a four year initial term with two six-month extension options and an annual interest rate of LIBOR + 2.25%. A portion of the net proceeds from these facilities was used to repay the amount outstanding under our existing Term Loan B, which had an outstanding balance of $653.2 million at payoff. In connection with the repayment of our Term Loan B, we recognized the write-off of $8.2 million of deferred financing costs and unamortized discount within loss on extinguishment of debt in our consolidated statement of operations during the year ended December 31, 2016.

In December 2016, to finance our acquisition of the Medical Office Portfolio, we entered into two mortgage loans with total available borrowings of $524.5 million (“Medical Office Portfolio Mortgages”), of which $491.2 million was outstanding as of December 31, 2016. These loans carry five year initial terms with two 12-month extension options and annual interest rates of LIBOR + 2.50%.

In December 2016, we entered into a $283.6 million secured financing agreement (“Lender 9 Repo 1”) that carries a one year initial term with a one year extension option and an annual interest rate of LIBOR + 1.65% to finance the acquisition of a $378.1 million first mortgage loan within our Lending Segment.

Our secured financing agreements contain certain financial tests and covenants. As of December 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
2017	$	655,791	$	25,689	$	681,480
2018		622,858		53,889		676,747
2019		593,184		39,726		632,910
2020		439,752		322,578		762,330
2021		81,456		315,575		397,031
Thereafter		83,236		963,484		1,046,720
Total	$	2,476,277	$	1,720,941	$	4,197,218

Secured financing maturities for 2017 primarily relate to $285.2 million on the MBS Repo 3 facility, $142.9 million on the Lender 1 Repo 1 facility and $109.5 million on the MBS Repo 2 facility.

For the years ended December 31, 2016, 2015 and 2014, approximately $16.2 million, $14.2 million and $11.3 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our consolidated statements of operations.

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


	As of December 31,
	2016		2015
Loans held-for-investment	$	1,890,925	$	2,142,198
Loans held-for-sale		34,024		146,782
Investment securities		551,328		366,284
	$	2,476,277	$	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 41% 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 18% 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.