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Secured Borrowings
 6 Months Ended
Jun. 30, 2021
Secured Debt [Abstract]  
Secured Borrowings Secured Borrowings
Secured Financing Agreements
The following table is a summary of our secured financing agreements in place as of June 30, 2021 and December 31, 2020 (dollars in thousands):
Outstanding Balance at
Current
Maturity		   Extended
Maturity (a)		   Weighted Average
Pricing		Pledged Asset
Carrying Value		Maximum
Facility Size		   June 30, 2021December 31, 2020
Repurchase Agreements:
Commercial LoansAug 2021 to Aug 2025(b)Dec 2023 to Mar 2029(b)(c)$7,100,320 $9,272,007 (d)$4,775,976 $4,878,939 
Residential LoansApr 2022 to Oct 2023N/A
LIBOR + 2.07%
564,736 1,900,000 483,810 22,590 
Infrastructure LoansFeb 2022N/A
LIBOR + 2.01%
188,448 500,000 158,165 232,961 
Conduit LoansFeb 2022 to Jun 2023Feb 2023 to Jun 2024
LIBOR + 2.03%
261,510 350,000 187,317 53,554 
CMBS/RMBSMar 2022 to May 2031(e)Jun 2022 to Nov 2031(e)(f)1,236,236 829,879 704,853 (g)620,763 
Total Repurchase Agreements9,351,250 12,851,886 6,310,121 5,808,807 
Other Secured Financing:
Borrowing Base FacilityApr 2022Apr 2024
LIBOR + 2.25%
122,294 650,000 (h)72,630 43,014 
Commercial Financing FacilityMar 2022Mar 2029
GBP LIBOR + 1.75%
101,978 82,132 82,132 81,218 
Residential Financing FacilitySep 2022Sep 20253.50%72,064 250,000 1,515 215,024 
Infrastructure Acquisition FacilitySep 2021Sep 2022(i)335,309 336,931 230,040 467,450 
Infrastructure Financing FacilitiesJul 2022 to Oct 2022Oct 2024 to Jul 2027
LIBOR + 2.03%
719,693 1,250,000 573,846 538,645 
Property Mortgages - Fixed rateNov 2024 to Aug 2052(j)N/A4.03%1,262,514 1,155,035 1,155,035 1,077,528 
Property Mortgages - Variable rateNov 2021 to Jul 2030N/A(k)906,420 969,790 945,215 960,903 
Term Loan and Revolver(l)N/A(l)N/A(l)761,750 641,750 645,000 
Federal Home Loan BankN/AN/AN/A— — — 396,000 
Total Other Secured Financing3,520,272 5,455,638 3,702,163 4,424,782 
$12,871,522 $18,307,524 10,012,284 10,233,589 
Unamortized net discount(14,608)(13,569)
Unamortized deferred financing costs(65,014)(73,830)
$9,932,662 $10,146,190 
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(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 $1.7 billion as of June 30, 2021 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.07%.
(d)Certain facilities with an aggregate initial maximum facility size of $8.4 billion may be increased to $9.3 billion, subject to certain conditions. The $9.3 billion amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $286.8 million as of June 30, 2021 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
(f)A facility with an outstanding balance of $243.2 million as of June 30, 2021 has a weighted average fixed annual interest rate of 3.21%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.84%.
(g)Includes: (i) $243.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $38.3 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).
(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 + 2.00%.
(j)The weighted average maturity is 6.2 years as of June 30, 2021.
(k)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.61%.
(l)Consists of: (i) a $641.8 million term loan facility that matures in July 2026, of which $393.0 million has an annual interest rate of LIBOR + 2.50% and $248.8 million has an annual interest rate of LIBOR + 3.50%, subject to a 75 bps
LIBOR floor, 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 $4.0 billion as of June 30, 2021.
In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any financing facilities which contain near term expirations.
In January 2021, we entered into a Residential Loans repurchase facility to finance residential loans. The facility carries a one-year term, which we intend to extend every three months, and an annual interest rate of one-month LIBOR + 2.00% to 2.50%, subject to a 25 bps LIBOR floor. The maximum facility size was initially $375.0 million and was increased to $1.0 billion in March 2021.
In March 2021, we entered into mortgage loans with total borrowings of $82.9 million to refinance our Woodstar II Portfolio. The loans carry seven-year terms and a weighted average fixed annual interest rate of 4.36%. A portion of the net proceeds from the mortgage loans was used to repay $4.9 million of outstanding government sponsored mortgage loans.
In May 2021, we entered into a Residential Loans repurchase facility to finance residential loans. The facility carries a 15-month term, which renews to a new 15-month term every three months, and an annual interest rate of one-month LIBOR + 2.25%, subject to a 15 bps LIBOR floor. The maximum facility size is $150.0 million.
Our secured financing agreements contain certain financial tests and covenants. As of June 30, 2021, 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 64% 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 the 36% of repurchase agreements containing margin call provisions for general capital markets activity, approximately 10% 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 and six months ended June 30, 2021, approximately $8.9 million and $18.4 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 six months ended June 30, 2020, approximately $9.0 million and $17.8 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.
Collateralized Loan Obligations

Commercial and Residential Lending Segment

In May 2021, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2021-FL2. On the closing date, the CLO issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes was purchased by third party investors. We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5 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. The reinvestment feature was not utilized during the three months ended June 30, 2021.
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 of notes and preferred shares, of which $936.4 million of notes 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 six months ended June 30, 2021, we utilized the reinvestment feature, contributing $99.6 million of additional interests into the CLO.
Infrastructure Lending Segment

In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a new issue CLO, STWD 2021-SIF1. On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes was purchased by third party investors. We retained preferred shares with a liquidation preference of $90.0 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. The CLO also contains a ramp-up feature that, for a certain period of time after the closing date, allows us to utilize unused proceeds of the CLO to acquire additional collateral to complete the CLO portfolio. During the three months ended June 30, 2021, the ramp-up feature was utilized, with the CLO acquiring $75.2 million of additional assets. The reinvestment feature was not utilized during the three months ended June 30, 2021.
The following table is a summary of our CLOs as of June 30, 2021 and December 31, 2020 (amounts in thousands):
June 30, 2021CountFace
Amount		Carrying
Value		Weighted
Average Spread		Maturity
STWD 2019-FL1
Collateral assets27 $1,096,200 $1,103,619 
LIBOR + 4.22%
(a)May 2024(b)
Financing1 936,375 931,802 
SOFR + 1.63%
(c)July 2038(d)
STWD 2021-FL2
Collateral assets24 1,272,919 1,278,839 
LIBOR + 4.24%
(a)December 2024(b)
Financing1 1,077,375 1,068,271 
LIBOR + 1.79%
(c)April 2038(d)
STWD 2021-SIF1
Collateral assets29 471,324 504,988 
LIBOR + 3.90%
(a)February 2026(b)
Financing1 410,000 404,599 
LIBOR + 2.15%
(c)April 2032(d)
Total
Collateral assets$2,840,443 $2,887,446 
Financing$2,423,750 $2,404,672 
December 31, 2020
STWD 2019-FL1
Collateral assets23 $1,002,445 $1,099,439 
LIBOR + 3.93%
(a)Apr 2024(b)
Financing1 936,375 930,554 
LIBOR + 1.64%
(c)July 2038(d)
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(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the STWD 2021-FL2 CLO as of June 30, 2021, 7% earned fixed-rate weighted average interest of 7.81%. Of the loans financed by the STWD 2021-SIF1 CLO as of June 30, 2021, 2% earned fixed-rate weighted average interest of 5.62%.
(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 $24.5 million of issuance costs in connection with the CLOs, which are amortized on an effective yield basis over the estimated life of the CLOs. For the three and six months ended June 30, 2021, approximately $1.4 million and $2.0 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. For the three and six months ended June 30, 2020, approximately $0.6 million and $1.2 million, respectively, of amortization of deferred financing costs was included in interest expense. As of June 30, 2021 and December 31, 2020, our unamortized issuance costs were $19.1 million and $5.8 million, respectively.
The CLOs are considered VIEs, for which we are deemed the primary beneficiary. We therefore consolidate the CLOs. 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
Agreements		Other Secured
Financing		CLOs (a)Total
2021 (remainder of)$407,717 $43,004 $33,136 $483,857 
20221,152,883 267,988 132,442 1,553,313 
2023940,751 817,388 726,149 2,484,288 
20241,388,446 351,343 474,478 2,214,267 
20251,731,070 256,176 629,893 2,617,139 
Thereafter689,254 1,966,264 427,652 3,083,170 
Total$6,310,121 $3,702,163 $2,423,750 $12,436,034 
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(a)Does not assume utilization of the reinvestment features.
Unsecured Senior Notes
The following table is a summary of our unsecured senior notes outstanding as of June 30, 2021 and December 31, 2020 (dollars in thousands):
Coupon
Rate		Effective
Rate (1)		Maturity
Date		Remaining
Period of
Amortization		Carrying Value at
June 30, 2021December 31, 2020
2021 Senior Notes5.00 %5.32 %12/15/20210.5 years$700,000 $700,000 
2023 Senior Notes5.50 %5.71 %11/1/20232.3 years300,000 300,000 
2023 Convertible Notes4.38 %4.57 %4/1/20231.8 years250,000 250,000 
2025 Senior Notes4.75 %(2)5.04 %3/15/20253.7 years500,000 500,000 
Total principal amount1,750,000 1,750,000 
Unamortized discount—Convertible Notes(800)(2,559)
Unamortized discount—Senior Notes(7,370)(9,332)
Unamortized deferred financing costs(4,447)(5,589)
Carrying amount of debt components$1,737,383 $1,732,520 
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notesN/A$3,755 
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(1)Effective rate includes the effects of underwriter purchase discount.
(2)The coupon on the 2025 Senior Notes is 4.75%.  At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.
Our unsecured senior notes contain certain financial tests and covenants. As of June 30, 2021, we were in compliance with all such covenants.
Convertible Senior Notes
On March 29, 2017, we issued $250.0 million of 4.375% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”) which remain outstanding at June 30, 2021 and mature on April 1, 2023.
We recognized interest expense of $2.9 million and $5.8 million during the three and six months ended June 30, 2021, respectively, from our Convertible Notes. We recognized interest expense of $3.1 million and $6.1 million during the three and six months ended June 30, 2020, respectively, from our Convertible Notes.
The following table details the conversion attributes of our Convertible Notes outstanding as of June 30, 2021 (amounts in thousands, except rates):
June 30, 2021
ConversionConversion
Rate (1)Price (2)
2023 Convertible Notes38.5959$25.91
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(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2023 Convertible Notes converted, as adjusted in accordance with the indenture governing the 2023 Convertible Notes (including the applicable supplemental indenture).
(2)As of June 30, 2021, the market price of the Company’s common stock was $26.17.
The if-converted value of the 2023 Convertible Notes exceeded their principal amount by $2.5 million at June 30, 2021 as the closing market price of the Company’s common stock of $26.17 exceeded the implicit conversion price of $25.91 per share. The if-converted value of the principal amount of the 2023 Convertible Notes was $252.5 million as of June 30, 2021. As of June 30, 2021, the net carrying amount and fair value of the 2023 Convertible Notes was $248.8 million and $256.6 million, respectively.
Upon conversion of the 2023 Convertible Notes, settlement may be made in common stock, cash or a combination of both, at the option of the Company.
Conditions for Conversion
Prior to October 1, 2022, the 2023 Convertible Notes will be convertible only upon satisfaction of one or more of the following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of the 2023 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading price of the 2023 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any five consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant consolidation, sale, merger, share exchange, fundamental change, etc.) occur.
On or after October 1, 2022, holders of the 2023 Convertible Notes may convert each of their notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.