XML 28 R17.htm IDEA: XBRL DOCUMENT v3.8.0.1
Secured Financing Agreements
9 Months Ended
Sep. 30, 2017
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 September 30, 2017 and December 31, 2016 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value at

 

 

Current

 

Extended

 

 

 

Pledged Asset

 

Maximum

 

September 30,

 

December 31,

 

 

Maturity

  

Maturity (a)

 

Pricing

   

Carrying Value

  

Facility Size

   

2017

 

2016

Lender 1 Repo 1

 

(b)

 

(b)

 

LIBOR + 1.75% to 5.75%

 

$

1,534,069

 

$

2,000,000

 

$

1,170,141

 

$

944,712

Lender 2 Repo 1

 

Oct 2017

 

Oct 2020

 

LIBOR + 1.75% to 2.75%

 

 

350,508

 

 

500,000

 

 

236,055

 

 

132,941

Lender 3 Repo 1

 

May 2018

 

May 2019

 

LIBOR + 2.75% to 3.10%

 

 

110,086

 

 

76,820

 

 

76,820

 

 

78,288

Lender 4 Repo 2

 

Dec 2018

 

Dec 2020

 

LIBOR + 2.00% to 3.25%

 

 

571,746

 

 

1,000,000

(c)

 

221,544

 

 

166,394

Lender 6 Repo 1

 

Aug 2020

 

N/A

 

LIBOR + 2.50% to 2.75%

 

 

724,164

 

 

600,000

 

 

475,555

 

 

182,586

Lender 6 Repo 2

 

Nov 2019

 

Nov 2020

 

GBP LIBOR + 2.75%

 

 

173,516

 

 

121,280

 

 

121,280

 

 

121,509

Lender 9 Repo 1

 

Dec 2017

 

Dec 2018

 

LIBOR + 1.65%

 

 

340,620

 

 

254,447

 

 

254,447

 

 

283,575

Lender 10 Repo 1

 

Mar 2020

 

Mar 2022

 

LIBOR + 2.00% to 2.75%

 

 

169,733

 

 

140,000

 

 

136,800

 

 

 —

Lender 11 Repo 1

 

Jun 2019

 

Jun 2020

 

LIBOR + 2.75%

 

 

 —

 

 

200,000

 

 

 —

 

 

 —

Lender 11 Repo 2

 

Sep 2018

 

Sep 2022

 

LIBOR + 2.25% to 2.75%

 

 

 —

 

 

250,000

 

 

 —

 

 

 —

Lender 7 Secured Financing

 

Jul 2018

 

Jul 2019

 

LIBOR + 2.75%

(d)

 

46,800

 

 

650,000

(e)

 

 —

 

 

 —

Lender 8 Secured Financing

 

Aug 2019

 

N/A

 

LIBOR + 4.00%

 

 

30,147

 

 

75,000

 

 

18,226

 

 

43,555

Conduit Repo 2

 

Nov 2017

 

N/A

 

LIBOR + 2.25%

 

 

53,751

 

 

150,000

 

 

40,842

 

 

14,944

Conduit Repo 3

 

Feb 2018

 

N/A

 

LIBOR + 2.10%

 

 

136,254

 

 

150,000

 

 

103,678

 

 

 —

Conduit Repo 4

 

Oct 2017

 

Oct 2020

 

LIBOR + 2.25%

 

 

 —

 

 

100,000

 

 

 —

 

 

 —

MBS Repo 1

 

(f)

 

(f)

 

LIBOR + 1.90%

 

 

10,000

 

 

6,510

 

 

6,510

 

 

21,052

MBS Repo 2

 

Jun 2020

 

N/A

 

LIBOR/EURIBOR + 2.00% to 2.95%

 

 

261,066

 

 

191,184

 

 

191,184

 

 

239,434

MBS Repo 3

 

(g)

 

(g)

 

LIBOR + 1.32% to 1.95%

 

 

384,546

 

 

254,668

 

 

254,668

 

 

285,209

MBS Repo 4

 

(h)

 

N/A

 

LIBOR + 1.20% to 1.90%

 

 

179,384

 

 

225,000

 

 

2,000

 

 

5,633

Investing and Servicing Segment Property Mortgages

 

Feb 2018 to Jun 2026

 

N/A

 

Various

 

 

245,094

 

 

201,238

 

 

177,217

 

 

164,611

Ireland Portfolio Mortgage

 

May 2020

 

N/A

 

EURIBOR + 1.69%

 

 

491,298

 

 

344,525

 

 

344,525

 

 

309,246

Woodstar Portfolio Mortgages

 

Nov 2025 to Oct 2026

 

N/A

 

3.72% to 3.97%

 

 

369,519

 

 

276,748

 

 

276,748

 

 

276,748

Woodstar Portfolio Government Financing

 

Mar 2026 to Jun 2049

 

N/A

 

1.00% to 5.00%

 

 

308,805

 

 

133,967

 

 

133,967

 

 

135,584

Medical Office Portfolio Mortgages

 

Dec 2021 to Feb 2022

 

Dec 2023 to Feb 2024

 

LIBOR + 2.50%

(i)

 

741,304

 

 

527,124

 

 

497,613

 

 

491,197

Master Lease Portfolio Mortgages

 

Oct 2027

 

N/A

 

4.36% to 4.38%

 

 

471,762

 

 

265,900

 

 

265,900

 

 

 —

Term Loan A

 

Dec 2020

 

Dec 2021

 

LIBOR + 2.25%

(d)

 

992,366

 

 

300,000

 

 

300,000

 

 

300,000

Revolving Secured Financing

 

Dec 2020

 

Dec 2021

 

LIBOR + 2.25%

(d)

 

 —

 

 

100,000

 

 

 —

 

 

 —

FHLB

 

Feb 2021

 

N/A

 

LIBOR + 0.15% to 0.34%

 

 

338,956

 

 

250,000

 

 

250,000

 

 

 —

 

 

 

 

 

 

 

 

$

9,035,494

 

$

9,344,411

 

 

5,555,720

 

 

4,197,218

Unamortized net premium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,579

 

 

2,640

Unamortized deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,604)

 

 

(45,732)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,514,695

 

$

4,154,126

(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 $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.

(e)

The initial maximum facility size of $450.0 million may be increased to $650.0 million, 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.  Amounts reflect the outstanding balance as of September 30, 2017.

(g)

Facility carries a rolling 12 month term which may reset monthly with the lender’s consent. Current maturity is September 2018. This facility carries no maximum facility size. Amounts reflect the outstanding balance as of September 30, 2017.

(h)

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

(i)

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 nine months ended September 30, 2017, we entered into two mortgage loans with maximum borrowings of $38.3 million to finance commercial real estate previously acquired by our Investing and Servicing Segment. As of September 30, 2017, these facilities carry a remaining weighted average term of 4.6 years with floating annual interest rates of LIBOR + 2.00%.

 

In February 2017, we entered into a mortgage loan with maximum borrowings of $7.3 million as part of the Medical Office Portfolio Mortgages. This loan carries a five year initial term with two 12 month extension options and an annual interest rate of LIBOR + 2.50%.  

 

In March 2017, we entered into a $125.0 million repurchase facility (“Lender 10 Repo 1”) to finance certain loans held-for-investment.  The facility carries a three year initial term with two one-year extension options and an annual interest rate of LIBOR + 2.00% to 2.75%.  In May 2017, we upsized the maximum facility size to $140.0 million utilizing an available accordion feature.

 

In March 2017, we amended the Lender 3 Repo 1 facility to extend the maturity from May 2017 to May 2018.

 

In June 2017, we entered into a $200.0 million repurchase facility (“Lender 11 Repo 1”) to finance certain mortgage loans held-for-sale.  The facility carries a two year initial term with a one-year extension option and an initial annual interest rate of LIBOR + 2.75%. 

 

In July 2017, we acquired a captive insurance entity that is a member of the Federal Home Loan Bank (“FHLB”) of Chicago. This membership, which expires in February 2021, provides us additional financing capacity from the FHLB of Chicago on qualifying collateral. The facility has an annual interest rate of LIBOR + 0.15% to 0.34% and expires in February 2021. As of September 30, 2017, the facility had outstanding borrowings of $250.0 million.

 

In September 2017, we entered into a $250.0 million repurchase facility (“Lender 11 Repo 2”) to finance certain loans held-for-investment. The facility carries a one year initial term with four one-year extension options and an annual interest rate of LIBOR + 2.25% to 2.75%.

 

In September 2017, we entered into two mortgage loans with total borrowings of $265.9 million (“Master Lease Portfolio Mortgages”) to finance the acquisition of the Master Lease Portfolio. The loans carry ten year terms and fixed annual interest rates of 4.36% and 4.38%, respectively.

 

In September 2017, we amended the Lender 6 Repo 1 facility to upsize available borrowings from $500.0 million to $600.0 million and extend the maturity from August 2019 to August 2020.

 

Our secured financing agreements contain certain financial tests and covenants. As of September 30, 2017, 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 (remainder of)

 

$

781,261

 

$

14,461

 

$

795,722

2018

 

 

988,168

 

 

76,952

 

 

1,065,120

2019

 

 

395,715

 

 

1,355

 

 

397,070

2020

 

 

1,041,480

 

 

358,102

 

 

1,399,582

2021

 

 

2,289

 

 

565,815

 

 

568,104

Thereafter

 

 

82,611

 

 

1,247,511

 

 

1,330,122

Total

 

$

3,291,524

 

$

2,264,196

 

$

5,555,720

 

For the three and nine months ended September 30, 2017, approximately $5.0 million and $14.4 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 nine months ended September 30, 2016, approximately $3.9 million and $12.1 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 September 30, 2017 and December 31, 2016 (amounts in thousands):

 

 

 

 

 

 

 

 

Class of Collateral

 

September 30, 2017

 

December 31, 2016

Loans held-for-investment

    

$

2,692,642

    

$

1,890,925

Loans held-for-sale

 

 

144,520

 

 

34,024

Investment securities

 

 

454,362

 

 

551,328

 

 

$

3,291,524

 

$

2,476,277

 

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 72% 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 15% 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.