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Secured Borrowings
3 Months Ended
Mar. 31, 2020
Secured financing agreements  
Secured Financing Agreements  
Secured Borrowings

9. Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of March 31, 2020 and December 31, 2019 (dollars in thousands):

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

March 31,

December 31,

 

Maturity

   

Maturity (a)

   

Pricing

  

Carrying Value

   

Facility Size

   

2020

   

2019

Repurchase Agreements:

Commercial Loans

Aug 2020 to Jan 2024

(b)

Aug 2021 to Mar 2029

(b)

(c)

$

5,882,347

$

9,156,617

(d)

$

4,245,330

$

3,640,620

Residential Loans

Feb 2021

N/A

LIBOR + 2.10%

12,486

400,000

10,359

11,835

Infrastructure Loans

Feb 2021

N/A

LIBOR + 1.75%

196,639

500,000

162,306

188,198

Conduit Loans

Feb 2021 to Jun 2022

Feb 2022 to Jun 2023

LIBOR + 2.16%

182,575

350,000

123,353

86,575

CMBS/RMBS

Jun 2020 to Dec 2029

(e)

Dec 2020 to Jun 2030

(e)

(f)

1,104,252

821,816

682,777

(g)

682,229

Total Repurchase Agreements

7,378,299

11,228,433

5,224,125

4,609,457

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

273,429

650,000

(h)

196,719

198,955

Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

91,298

73,763

73,763

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(i)

731,095

740,382

586,250

603,642

Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.12%

542,597

1,250,000

448,848

428,206

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(j)

N/A

3.94%

1,488,698

1,195,722

1,195,722

1,196,492

Property Mortgages - Variable rate

Jan 2023 to Mar 2025

N/A

LIBOR + 2.47%

777,925

728,310

707,009

696,503

Term Loan and Revolver

(k)

N/A

(k)

N/A

(k)

518,000

518,000

399,000

FHLB

Feb 2021

N/A

(l)

1,148,346

2,000,000

827,869

867,870

Total Other Secured Financing

5,053,388

7,156,177

4,554,180

4,390,668

$

12,431,687

$

18,384,610

9,778,305

9,000,125

Unamortized net discount

(8,089)

(8,347)

Unamortized deferred financing costs

(80,533)

(85,730)

$

9,689,683

$

8,906,048

(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $864.8 million as of March 31, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 1.92%.
(d)The aggregate initial maximum facility size of $8.9 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $320.7 million as of March 31, 2020 carry a rolling 11-month or 12-month term which may reset monthly with the lender's consent. These facilities carry no maximum facility size.
(f)A facility with an outstanding balance of $184.5 million as of March 31, 2020 has a fixed annual interest rate of 3.49%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.66%.
(g)Includes: (i) $184.5 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $42.9 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14). Additionally, we have posted $38.2 million in cash margin with one of our lenders pursuant to the terms of the related repurchase facility. The outstanding debt balance included above has not been reduced by the $38.2 million, which is recorded in other assets on our condensed consolidated balance sheet as of March 31, 2020.
(h)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(i)Consists of an annual interest rate of the applicable currency benchmark index + 1.75%. The spread will increase 25 bps in September 2020.
(j)The weighted average maturity is 9.5 years as of March 31, 2020.
(k)Consists of: (i) a $398.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.1 billion as of March 31, 2020.
(l)FHLB financing with an outstanding balance of $481.5 million as of March 31, 2020 has a weighted average fixed annual interest rate of 1.99%. The remainder is variable rate with a weighted average rate of LIBOR + 0.29%.

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 2020, we entered into a CMBS/RMBS repurchase facility to finance certain CMBS investments within a consolidated joint venture in which we hold a 51% ownership interest. The facility carries a rolling 12-month term which may reset quarterly with the lender’s consent and an annual interest rate of three-month LIBOR + 1.35% to 1.85%. The facility’s maximum facility size is at the discretion of the lender.

In February 2020, we amended a Commercial Loans repurchase facility to increase available borrowings by $200.0 million to $1.8 billion.

In February 2020, we exercised an extension option on a Conduit Loans repurchase facility to extend the current maturity by one year with a one-year extension option.

In February 2020, we exercised an extension option on the Infrastructure Loans repurchase facility to extend the current maturity by one year.

In March 2020, we amended an Infrastructure Financing Facility to increase available borrowings by $250.0 million to $750.0 million.

In March 2020, we entered into a Commercial Financing Facility to finance non-U.S. commercial loans held-for-investment. The facility carries a two-year initial term with three one-year extension options and includes an option to extend the maturity for each underlying asset for up to four additional years. The facility has an annual interest rate of GBP LIBOR + 1.75%. This facility shares up to $500.0 million of $2.0 billion of maximum borrowings with a Commercial Loans repurchase facility.

Our secured financing agreements contain certain financial tests and covenants. As of March 31, 2020, we were in compliance with all such covenants.

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 75% 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 25% 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 agreement.

For the three months ended March 31, 2020 and 2019, approximately $8.8 million and $8.7 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

Collateralized Loan Obligations

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1. On the closing date, the CLO issued $1.1 billion principal amount of notes, of which $936.4 million was purchased by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. During the three months ended March 31, 2020, we utilized the reinvestment feature, contributing $82.5 million of additional interests into the CLO.

The following table is a summary of our CLO as of March 31, 2020 and December 31, 2019 (amounts in thousands):

Face

Carrying

Weighted

March 31, 2020

Count

Amount

Value

Average Spread

Maturity

Collateral assets

22

$

1,098,891

$

1,098,839

LIBOR + 3.38%

(a)

Jan 2024

(b)

Financing

1

 

936,375

928,683

LIBOR + 1.65%

(c)

July 2038

(d)

December 31, 2019

Collateral assets

20

$

1,073,504

$

1,073,504

LIBOR + 3.34%

(a)

Nov 2023

(b)

Financing

1

 

936,375

928,060

LIBOR + 1.65%

(c)

July 2038

(d)

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the CLO as of March 31, 2020, 9% earned fixed-rate weighted average interest of 6.84%.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.
(d)Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.

We incurred $9.2 million of issuance costs in connection with the CLO, which are amortized on an effective yield basis over the estimated life of the CLO. For the three months ended March 31, 2020, approximately $0.6 million of amortization of deferred financing costs was included in interest expense on our condensed consolidated statement of operations. As of March 31, 2020 and December 31, 2019, our unamortized issuance costs were $7.7 million and $8.3 million, respectively.

The CLO is considered a VIE, for which we are deemed the primary beneficiary. We therefore consolidate the CLO. Refer to Note 14 for further discussion.

Maturities

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

CLO

Total

2020 (remainder of)

    

$

208,156

    

$

494,342

    

$

$

702,498

2021

 

956,656

 

960,752

 

1,917,408

2022

 

1,314,349

 

555,681

 

1,870,030

2023

 

1,203,648

 

708,885

 

1,912,533

2024

 

1,037,701

 

391,140

 

1,428,841

Thereafter

 

503,615

 

1,443,380

936,375

(a)

 

2,883,370

Total

$

5,224,125

$

4,554,180

$

936,375

$

10,714,680

(a)Assumes utilization of the reinvestment feature.