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Secured Financing Agreements
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018 (dollars in thousands):

Carrying Value at

Current

Extended

Pledged Asset

Maximum

June 30,

December 31,

  

Maturity

  

Maturity (a)

  

Pricing

   

Carrying Value

  

Facility Size

   

2019

  

2018

Lender 1 Repo 1

(b)

(b)

LIBOR + 1.60% to 2.35%

$

1,529,783

$

2,000,000

$

1,198,746

$

1,279,979

Lender 2 Repo 1

May 2021

May 2024

LIBOR + 1.50% to 2.50%

646,549

1,100,000

(c)

509,229

384,791

Lender 4 Repo 2

May 2021

May 2023

LIBOR + 1.70% to 3.50%

1,268,735

1,000,000

766,620

552,345

Lender 6 Repo 1

Aug 2021

N/A

LIBOR + 1.50% to 2.50%

548,167

600,000

392,790

507,545

Lender 6 Repo 2

Jan 2024

N/A

GBP LIBOR + 2.45% to 2.75%, EURIBOR + 2.25%

702,382

544,973

534,598

312,437

Lender 7 Repo 1

Sep 2021

Sep 2023

LIBOR + 1.50% to 2.25%

152,326

250,000

121,758

71,720

Lender 10 Repo 1

May 2021

May 2023

LIBOR + 1.50% to 2.75%

200,417

164,840

160,480

160,480

Lender 11 Repo 1

Feb 2021

N/A

LIBOR + 2.10%

199,105

400,000

161,046

Lender 11 Repo 2

Sep 2019

Sep 2023

LIBOR + 2.00% to 2.50%

355,069

500,000

220,690

270,690

Lender 12 Repo 1

Jun 2021

Jun 2024

LIBOR + 1.50% to 2.45%

237,609

250,000

179,940

43,500

Lender 13 Repo 1

(d)

(d)

LIBOR + 1.45% to 1.50%

137,599

200,000

106,124

14,824

Lender 14 Repo 1

Jun 2022

Jun 2023

LIBOR + 1.75% to 2.50%

750,000

(e)

Lender 7 Secured Financing

Apr 2022

Apr 2024

LIBOR + 2.25%

(f)

650,000

(g)

Conduit Repo 2

Jun 2022

Jun 2023

LIBOR + 2.10%

91,807

200,000

70,760

35,034

Conduit Repo 3

Feb 2020

Feb 2021

LIBOR + 2.10%

110,625

150,000

82,988

MBS Repo 1

(h)

(h)

N/A

MBS Repo 2

Dec 2020

N/A

LIBOR + 1.55% to 1.75%

192,439

137,651

137,651

159,202

MBS Repo 3

(i)

(i)

LIBOR + 1.30% to 1.85%

650,064

385,056

385,056

427,942

MBS Repo 4

(j)

N/A

LIBOR + 1.25%

148,819

100,000

60,000

13,824

MBS Repo 5

Dec 2028

Oct 2029

4.09%

85,080

150,000

78,677

55,437

Investing and Servicing Segment Property Mortgages

May 2020 to
Jun 2026

N/A

Various

258,437

242,499

224,601

219,237

Ireland Mortgage

Oct 2025

N/A

1.93%

450,129

359,677

359,677

362,854

Woodstar I Mortgages

Nov 2025 to
Oct 2026

N/A

3.72% to 3.97%

341,271

276,748

276,748

276,748

Woodstar I Government Financing

Mar 2026 to Jun 2049

N/A

1.00% to 5.00%

196,030

130,031

130,031

131,179

Woodstar II Mortgages

Jan 2028 to Apr 2028

N/A

3.81% to 3.85%

523,013

417,669

417,669

417,669

Woodstar II Government Financing

Jun 2030 to Aug 2052

N/A

1.00% to 3.19%

38,421

25,147

25,147

25,311

Medical Office Mortgages

Dec 2021

Dec 2023

LIBOR + 2.50%

664,205

524,499

494,309

492,828

Master Lease Mortgages

Oct 2027

N/A

4.38%

328,890

194,900

194,900

194,900

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

Various

(k)

1,276,574

1,265,209

980,149

1,551,148

Infrastructure Repo

Feb 2020

Feb 2021

LIBOR + 1.75%

328,888

500,000

275,472

Term Loan A

Dec 2020

Dec 2021

LIBOR + 2.25%

(f)

945,026

300,000

300,000

300,000

Revolving Secured Financing

Dec 2020

Dec 2021

LIBOR + 2.25%

(f)

100,000

FHLB

Feb 2021

N/A

Various

957,674

2,000,000

513,754

500,000

$

13,565,133

$

15,868,899

9,359,610

8,761,624

Unamortized net discount

(2,030)

(963)

Unamortized deferred financing costs

(72,693)

(77,096)

$

9,284,887

$

8,683,565

(a)Subject to certain conditions as defined in the respective facility agreement.
(b)Maturity date for borrowings collateralized by loans is April 2021 with three one-year extension options to April 2024. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions and not to exceed April 2028.
(c)The initial maximum facility size of $800.0 million may be increased to $1.1 billion at our option, subject to certain conditions.
(d)Maturity date for borrowings collateralized by loans is May 2020 with an additional extension option to August 2021. Borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(e)The initial maximum facility size of $500.0 million may be increased to $750.0 million, subject to certain conditions.
(f)Subject to borrower’s option to choose alternative benchmark based rates pursuant to the terms of the credit agreement.
(g)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(h)Facility carries a rolling 11-month term which may reset monthly with the lender’s consent. This facility carries no maximum facility size.
(i)Facility carries a rolling 12-month term which may reset monthly with the lender’s consent. Current maturity is June 2020. This facility carries no maximum facility size. Amounts reflect the outstanding balance as of June 30, 2019.
(j)The date that is 270 days after the buyer delivers notice to seller, subject to a maximum date of May 2020.
(k)Consists of an annual interest rate of the applicable currency benchmark index + 1.50%. The spread increases 25 bps in each of the second and third years of the facility which was entered into in September 2018.

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.

In January 2019, we amended the Lender 6 Repo 2 facility to increase available borrowings from £330.9 million to £429.2 million to finance a loan held-for-investment. In connection therewith, the current maturity was extended from October 2022 to January 2024.

In February 2019, we amended the Lender 11 Repo 1 facility to increase available borrowings from $200.0 million to $400.0 million to finance residential loans held-for-sale. In connection therewith, the current maturity was extended from June 2019 to February 2021.

In February 2019, we amended the MBS Repo 4 facility to decrease available borrowings from $110.0 million to $100.0 million and decrease pricing from LIBOR + 1.70% to LIBOR + 1.25%.

In February 2019, we entered into a $500.0 million repurchase facility (“Infrastructure Repo”) to finance loans within the Infrastructure Lending Segment. The facility carries a one-year initial term with a one-year extension option and an annual interest rate of LIBOR + 1.75%.

In March 2019, we amended the FHLB facility to increase available borrowings from $500.0 million to $2.0 billion, subject to scheduled reductions to available capacity from September 2020 through maturity in February 2021.

In April 2019, we amended the Lender 1 Repo 1 facility to extend the current maturity from September 2019 to April 2021 with three one-year extension options.

In April 2019, we amended the Lender 7 Secured Financing facility to extend the current maturity from February 2021 to April 2022 with two one-year extension options. We also now have the ability to pledge loans from the Infrastructure Lending Segment to this facility.

In May 2019, we amended the Lender 2 Repo 1 facility to increase the initial maximum facility size from $600.0 million to $800.0 million and extended the current maturity from April 2020 to May 2021 with three one-year extension options.

In June 2019, we modified the Conduit Repo 2 facility with a $950.0 million repurchase facility, of which $750.0 million is specifically designated to finance commercial loans within the Commercial and Residential Lending Segment (“Lender 14 Repo 1”) and $200.0 million is specifically designated to finance conduit loans. The facility carries a three-year initial term and an annual interest rate of LIBOR + 1.75% to 2.50%.

Our secured financing agreements contain certain financial tests and covenants. As of June 30, 2019, we were in compliance with all such covenants.

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 following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):

    

Repurchase

    

Other Secured

    

Agreements

Financing

Total

2019 (remainder of)

$

97,607

$

179,871

$

277,478

2020

 

824,360

 

178,971

 

1,003,331

2021

 

1,379,216

 

823,202

 

2,202,418

2022

 

760,605

 

693,744

 

1,454,349

2023

 

1,753,224

 

566,892

 

2,320,116

Thereafter

 

627,613

 

1,474,305

 

2,101,918

Total

$

5,442,625

$

3,916,985

$

9,359,610

For the three and six months ended June 30, 2019, approximately $8.1 million and $16.8 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, 2018, approximately $5.8 million and $10.9 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 June 30, 2019 and December 31, 2018 (amounts in thousands):

Class of Collateral

June 30, 2019

December 31, 2018

Loans held-for-investment

    

$

4,466,447

    

$

3,567,786

Loans held-for-sale

 

314,794

 

65,559

Investment securities

 

661,384

 

656,405

$

5,442,625

$

4,289,750

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 78% 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 22% 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.