Secured Borrowings

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023 (dollars in thousands):

													Outstanding Balance at
	Current Maturity		Extended Maturity (a)		Weighted Average Pricing		Pledged Asset Carrying Value			Maximum Facility Size			March 31, 2024			December 31, 2023
Repurchase Agreements:
Commercial Loans	Jun 2024 to Dec 2028	(b)	Oct 2025 to Dec 2030	(b)	Index + 2.05%	(c)	$	9,736,328		$	12,234,452	(d)	$	6,010,151		$	7,170,389
Residential Loans	Mar 2025 to Feb 2026		Mar 2025 to Apr 2026		SOFR + 1.90%		2,516,364			3,450,000			2,269,811			2,287,655
Infrastructure Loans	Sep 2024		Sep 2026		SOFR + 2.07%		571,784			650,000			475,763			453,217
Conduit Loans	Dec 2024 to Jun 2026		Dec 2025 to Jun 2027		SOFR + 2.15%		72,402			375,000			56,507			26,930
CMBS/RMBS	Dec 2024 to Apr 2032	(e)	Mar 2025 to Oct 2032	(e)	(f)		1,397,945			990,460			706,459		(g)	714,168
Total Repurchase Agreements							14,294,823			17,699,912			9,518,691			10,652,359
Other Secured Financing:
Borrowing Base Facility	Nov 2024		Oct 2026		SOFR + 2.11%		104,276			750,000		(h)	5,384			27,639
Commercial Financing Facilities	Jul 2024 to Aug 2028		Jul 2025 to Dec 2030		Index + 2.24%		580,687			571,030		(i)	408,210			387,822
Infrastructure Financing Facilities	Jul 2025 to Oct 2025		Oct 2027 to Jul 2032		Index + 2.15%		818,997			1,050,000			594,211			631,187
Property Mortgages - Fixed rate	Oct 2025 to Jun 2026		N/A		4.52%		32,436			29,797			29,797			29,898
Property Mortgages - Variable rate	Nov 2024 to Dec 2025		N/A		(j)		677,616			707,941			705,916			853,145
Term Loans and Revolver	(k)		N/A		(k)		N/A		(k)	1,513,281			1,363,281			1,366,778
Total Other Secured Financing							2,214,012			4,622,049			3,106,799			3,296,469
							$	16,508,835		$	22,321,961		12,625,490			13,948,828
Unamortized net discount													(23,530)			(24,975)
Unamortized deferred financing costs													(45,473)			(55,857)
													$	12,556,487		$	13,867,996

______________________________________________________________________________________________________________________

(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 $2.5 billion as of March 31, 2024 are indexed to EURIBOR, BBSY, SARON and SONIA. The remainder are indexed to SOFR.

(d)Certain facilities with an aggregate initial maximum facility size of $11.8 billion may be increased to $12.2 billion, subject to certain conditions. The $12.2 billion amount includes such upsizes.

(e)Certain facilities with an outstanding balance of $330.9 million as of March 31, 2024 carry a rolling 12-month term which may reset quarterly with the lender’s consent. These facilities carry no maximum facility size.

(f)A facility with an outstanding balance of $279.0 million as of March 31, 2024 has a weighted average fixed annual interest rate of 3.54%. All other facilities are variable rate with a weighted average rate of SOFR + 2.19%.

(g)Includes: (i) $279.0 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $32.2 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 15).

(h)The maximum facility size as of March 31, 2024 of $450.0 million may be increased to $750.0 million, subject to certain conditions.

(i)Certain facilities with an aggregate initial maximum facility size of $471.0 million may be increased to $571.0 million, subject to certain conditions. The $571.0 million amount includes such upsizes.

(j)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 SOFR + 2.18% that we swapped to a fixed rate of 3.46%. The remainder have a weighted average rate of SOFR + 2.73%.

(k)Consists of: (i) a $770.8 million term loan facility that matures in July 2026, of which $382.0 million has an annual interest rate of SOFR + 2.60% and $388.8 million has an annual interest rate of SOFR + 3.35%, subject to a 0.75% SOFR floor, (ii) a $150.0 million revolving credit facility that matures in April 2026 with an annual interest rate of SOFR + 2.60% and (iii) a $592.5 million term loan facility that matures in November 2027, with an annual interest

rate of SOFR + 3.25%, subject to a 0.50% SOFR floor. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $5.9 billion as of March 31, 2024.

The above table no longer reflects property mortgages of the Woodstar Portfolios which, as discussed in Notes 2 and 7, are now reflected within “Investments of consolidated affordable housing fund” on our condensed consolidated balance sheets.

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.

Our secured financing agreements contain certain financial tests and covenants. As of March 31, 2024, 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 65% of these agreements, do not permit valuation adjustments based on capital market events and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. 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 35% of repurchase agreements which do permit valuation adjustments based on capital market events, approximately 6% 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, 2024 and 2023, approximately $9.6 million and $10.2 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

As of March 31, 2024, Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. held collateral sold under certain of our repurchase agreements with carrying values that exceeded the respective repurchase obligations by $918.2 million, $818.3 million and $671.1 million, respectively. The weighted average extended maturity of those repurchase agreements is 3.4 years, 6.5 years and 3.7 years, respectively.

Collateralized Loan Obligations and Single Asset Securitization

Commercial and Residential Lending Segment

In February 2022, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2022-FL3. On the closing date, the CLO issued $1.0 billion of notes and preferred shares, of which $842.5 million of notes were purchased by third party investors. We retained $82.5 million of notes along with preferred shares with a liquidation preference of $75.0 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 for a period of two years. During the three months ended March 31, 2024, we utilized the reinvestment feature, contributing $6.7 million of additional interests into the CLO.

In July 2021, we contributed into a single asset securitization, STWD 2021-HTS, a previously originated $230.0 million first mortgage and mezzanine loan on a portfolio of 41 extended stay hotels with $210.1 million of third party financing.

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 were 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 period expired during 2023 and during the three months ended March 31, 2024, we repaid CLO debt in the amount of $73.5 million.

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 were 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, allowed us to contribute new loans or participation interests in loans to the CLO in exchange for cash. The reinvestment period expired during 2022 and during the three months ended March 31, 2024, we repaid CLO debt in the amount of $184.2 million.

Infrastructure Lending Segment

In January 2022, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2021-SIF2. On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes were 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 for a period of three years. During the three months ended March 31, 2024, we utilized the reinvestment feature, contributing $17.8 million of additional interests into the CLO.

In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a 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 were 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 for a period of three years. During the three months ended March 31, 2024, we utilized the reinvestment feature, contributing $27.2 million of additional interests into the CLO.

The following table is a summary of our CLOs and our SASB as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024	Count	Face Amount		Carrying Value		Weighted Average Spread		Maturity
STWD 2022-FL3
Collateral assets	46	$	1,000,000	$	1,007,284	SOFR + 3.49%	(a)	August 2026	(b)
Financing	1	840,620		837,805		SOFR + 1.89%	(c)	November 2038	(d)
STWD 2021-HTS
Collateral assets	1	210,181		216,750		SOFR + 4.02%	(a)	April 2026	(b)
Financing	1	195,576		195,576		SOFR + 2.42%	(c)	April 2034	(d)
STWD 2021-FL2
Collateral assets	31	1,206,319		1,216,834		SOFR + 3.81%	(a)	April 2026	(b)
Financing	1	988,749		987,167		SOFR + 1.89%	(c)	April 2038	(d)
STWD 2019-FL1
Collateral assets	10	550,006		553,096		SOFR + 3.58%	(a)	June 2026	(b)
Financing	1	386,381		386,380		SOFR + 1.83%	(c)	July 2038	(d)
STWD 2021-SIF2
Collateral assets	28	458,687		514,678		SOFR + 3.80%	(a)	January 2028	(b)
Financing	1	410,000		408,393		SOFR + 2.11%	(c)	January 2033	(d)
STWD 2021-SIF1
Collateral assets	30	439,322		515,246		SOFR + 3.88%	(a)	September 2027	(b)
Financing	1	410,000		408,546		SOFR + 2.42%	(c)	April 2032	(d)
Total
Collateral assets		$	3,864,515	$	4,023,888
Financing		$	3,231,326	$	3,223,867

December 31, 2023	Count	Face Amount		Carrying Value		Weighted Average Spread		Maturity
STWD 2022-FL3
Collateral assets	48	$	997,569	$	1,007,532	SOFR + 3.53%	(a)	May 2026	(b)
Financing	1	840,620		837,881		SOFR + 1.89%	(c)	November 2038	(d)
STWD 2021-HTS
Collateral assets	1	223,193		224,509		SOFR + 3.87%	(a)	April 2026	(b)
Financing	1	203,284		203,058		SOFR + 2.82%	(c)	April 2034	(d)
STWD 2021-FL2
Collateral assets	34	1,272,585		1,288,165		SOFR + 3.95%	(a)	January 2026	(b)
Financing	1	1,065,713		1,063,454		SOFR + 1.85%	(c)	April 2038	(d)
STWD 2019-FL1
Collateral assets	14	734,099		739,684		SOFR + 3.51%	(a)	May 2025	(b)
Financing	1	570,546		570,546		SOFR + 1.62%	(c)	July 2038	(d)
STWD 2021-SIF2
Collateral assets	30	499,401		514,286		SOFR + 3.87%	(a)	December 2027	(b)
Financing	1	410,000		408,166		SOFR + 2.11%	(c)	January 2033	(d)
STWD 2021-SIF1
Collateral assets	32	499,767		514,594		SOFR + 3.97%	(a)	August 2027	(b)
Financing	1	410,000		408,187		SOFR + 2.42%	(c)	April 2032	(d)
Total
Collateral assets		$	4,226,614	$	4,288,770
Financing		$	3,500,163	$	3,491,292

______________________________________________________________________________________________________________________________

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period and excludes loans for which interest income is not recognized. Of the loans financed by the STWD 2021-FL2 CLO as of March 31, 2024, 7% earned fixed-rate weighted average interest of 7.39%. Of the investments financed by the STWD 2021-SIF1 CLO as of March 31, 2024, 2% earned fixed-rate weighted average interest of 5.68%.

(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.

(c)Represents the weighted-average cost of financing, inclusive of deferred issuance costs.

(d)Repayments of the CLOs and SASB are tied to timing of the related collateral asset repayments. The term of the CLOs and SASB financing obligations represents the legal final maturity date.

We incurred $37.9 million of issuance costs in connection with the CLOs and SASB, which are amortized on an effective yield basis over the estimated life of the CLOs and SASB. For the three months ended March 31, 2024 and 2023, approximately $2.0 million and $2.7 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, our unamortized issuance costs were $7.5 million and $9.5 million, respectively.

The CLOs and SASB are considered VIEs, for which we are deemed the primary beneficiary. We therefore consolidate the CLOs and SASB. Refer to Note 15 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 and SASB (a)		Total
2024 (remainder of)	$	515,639	$	634,084	$	167,665	$	1,317,388
2025	2,093,167		301,171		941,958		3,336,296
2026	2,938,739		923,618		1,689,436		5,551,793
2027	2,988,663		1,086,335		176,026		4,251,024
2028	774,644		144,203		181,306		1,100,153
Thereafter	207,839		17,388		74,935		300,162
Total	$	9,518,691	$	3,106,799	$	3,231,326	$	15,856,816

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(a)For the CLOs, the above does not assume utilization of their reinvestment features. The SASB does not have a reinvestment feature.

Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of March 31, 2024 and December 31, 2023 (dollars in thousands):

	Coupon Rate			Effective Rate (1)		Maturity Date	Remaining Period of Amortization	Carrying Value at
								March 31, 2024		December 31, 2023
2027 Convertible Notes	6.75	%		7.38	%	7/15/2027	3.3 years	380,750		380,750
2024 Senior Notes	3.75	%		3.94	%	12/31/2024	0.8 years	400,000		400,000
2025 Senior Notes	4.75	%	(2)	5.04	%	3/15/2025	1.0 year	500,000		500,000
2026 Senior Notes	3.63	%		3.77	%	7/15/2026	2.3 years	400,000		400,000
2027 Senior Notes	4.38	%	(3)	4.49	%	1/15/2027	2.8 years	500,000		500,000
2029 Senior Notes	7.25	%	(4)	7.37	%	4/1/2029	5.0 years	600,000		—
Total principal amount								2,780,750		2,180,750
Unamortized discount—Convertible Notes								(8,040)		(8,570)
Unamortized discount—Senior Notes								(7,656)		(5,445)
Unamortized deferred financing costs								(13,388)		(7,847)
Total carrying amount								$	2,751,666	$	2,158,888

______________________________________________________________________________________________________________________

(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%, which was converted to SOFR + 2.53% effective July 2023.

(3)The coupon on the 2027 Senior Notes is 4.375%. At closing, we swapped the notes to a floating rate of SOFR + 2.95%.

(4)The coupon on the 2029 Senior Notes is 7.25%. At closing, we swapped the notes to a floating rate of SOFR + 3.25%.

Our unsecured senior notes contain certain financial tests and covenants. As of March 31, 2024, we were in compliance with all such covenants.

Senior Notes Due 2029

On March 27, 2024, we issued $600.0 million of 7.250% Senior Notes due 2029 (the “2029 Senior Notes”). The 2029 Senior Notes mature on April 1, 2029. Prior to October 1, 2028, we may redeem some or all of the 2029 Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after October 1, 2028, we may redeem some or all of the 2029 Notes at a price equal to 100% of the principal amount thereof. In addition, prior to April 1, 2027, we may redeem up to 40% of the 2029 Notes at the applicable redemption price using the proceeds of certain equity offerings.

Convertible Notes

In July 2023, we issued $380.8 million of 6.750% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) for net proceeds of $371.2 million. The notes mature on July 15, 2027.

We recognized interest expense from our Convertible Notes (including prior convertible notes repaid during 2023) of $7.0 million and $2.9 million during three months ended March 31, 2024 and 2023, respectively.

The following table details the conversion attributes of our Convertible Notes outstanding as of March 31, 2024 (amounts in thousands, except rates):

	March 31, 2024
	Conversion	Conversion
	Rate (1)	Price (2)
2027 Convertible Notes	48.1783	$	20.76

(1)    The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2027

Convertible Notes converted, as adjusted in accordance with the indenture governing the 2027 Convertible Notes

(including the applicable supplemental indenture).

(2)    As of March 31, 2024, the market price of the Company's common stock was $20.33.

The if-converted value of the 2027 Convertible Notes was less than their principal amount by $7.8 million at March 31, 2024 as the closing market price of the Company’s common stock of $20.33 was less than the implicit conversion price of $20.76 per share. The if-converted value of the principal amount of the 2027 Convertible Notes was $372.9 million as of March 31, 2024. As of March 31, 2024, the net carrying amount and fair value of the 2027 Convertible Notes was $372.0 million and $383.1 million, respectively.

Upon conversion of the 2027 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 January 15, 2027, the 2027 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 2027 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 2027 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 January 15, 2027, holders of the 2027 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.