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Financings
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Financings Financings
Repurchase Agreements
The Company primarily finances its investment acquisitions with repurchase agreements. The repurchase agreements bear interest at a contractually agreed-upon rate and typically have terms ranging from one month to three months.  The Company’s repurchase agreement borrowings are accounted for as secured borrowings when the Company maintains effective control of the financed assets.  Under the repurchase agreements, the respective counterparties retain the right to determine the fair value of the underlying collateral. A reduction in the value of pledged assets requires the Company to post additional securities as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, and is referred to as a margin call.  The inability of the Company to post adequate collateral for a margin call by a counterparty, in a time frame as short as the close of the same business day, could result in a condition of default under the Company’s repurchase agreements, thereby enabling the counterparty to liquidate the collateral pledged by the Company, which may have a material adverse effect on the Company’s financial position, results of operations and cash flows.  Under the terms of the repurchase agreements the Company may rehypothecate pledged U.S. Treasury securities it receives from its repurchase agreement as incremental collateral in order to increase the Company’s cash position.  At December 31, 2019 and December 31, 2018, the Company did not have any rehypothecated U.S. Treasury securities.
 
     Certain of the repurchase agreements provide the counterparty with the right to terminate the agreement if the Company does not maintain certain equity and leverage metrics, the most restrictive of which include a limit on leverage based on the composition of the Company’s portfolio.   For all the repurchase agreements with outstanding borrowings, the Company was in compliance with the terms of such financial tests as of December 31, 2019.
As of December 31, 2019, the Company had 34 master repurchase agreements with its counterparties and borrowings under 21 of the 34 counterparties. The following table summarizes certain characteristics of the Company's repurchase agreements at December 31, 2019 and December 31, 2018 (dollars in thousands):
 
December 31, 2019
 
December 31, 2018
Securities Pledged
Repurchase
Agreement
Borrowings
 
Weighted Average
Interest Rate on
Borrowings
Outstanding at end
of period
 
Weighted Average
Remaining Maturity
(days)
 
Repurchase
Agreement
Borrowings
 
Weighted Average
Interest Rate on
Borrowings
Outstanding at end
of period
 
Weighted Average
Remaining Maturity
(days)
Short Term Borrowings:
 
 
 
 
 
 
 
 
 
 
 
Agency CMBS
$
1,352,248

 
2.05
%
 
26
 
$
1,392,649

 
2.71
%
 
40

Agency RMBS
348,274

 
1.99
%
 
52
 
14,650

 
3.09
%
 
21

Non-Agency RMBS
30,481

 
3.56
%
 
9
 
30,922

 
4.06
%
 
18

Non-Agency CMBS
190,390

 
3.05
%
 
35
 
134,814

 
4.05
%
 
48

Residential Whole Loans(1)
102,029

 
3.51
%
 
27
 
863,356

 
4.08
%
 
93

Residential Bridge Loans(1)
29,869

 
3.93
%
 
28
 
204,754

 
4.50
%
 
25

Commercial Loans(1)
62,746

 
4.04
%
 
28
 
131,788

 
4.55
%
 
26

Securitized commercial loans(1)
116,087

 
3.93
%
 
49
 
7,543

 
4.30
%
 
15

Other securities
56,762

 
3.23
%
 
34
 
38,361

 
4.18
%
 
26

Subtotal
2,288,886

 
2.41
%
 
32
 
2,818,837

 
3.45
%
 
54

Long Term Borrowings:
 
 
 
 
 
 
 
 
 
 
 
Residential Whole Loans (1) (2)
374,143

 
3.27
%
 
898
 

 
%
 

Commercial Loans (2)
161,848

 
3.88
%
 
590
 

 
%
 

Subtotal
535,991

 
3.45
%
 
805
 

 
%
 

Repurchase agreements borrowings
$
2,824,877

 
2.61
%
 
179
 
$
2,818,837

 
3.45
%
 
54

Less unamortized debt issuance costs
76

 
N/A

 
N/A
 

 
N/A

 
N/A

Repurchase agreements borrowings, net
$
2,824,801

 
2.61
%
 
179
 
$
2,818,837

 
3.45
%
 
54

 

(1)
Repurchase agreement borrowings on loans owned are through trust certificates. The trust certificates are eliminated in consolidation.
(2)
Certain Residential Whole Loans and Commercial Loans were financed under two new longer term repurchase agreements. The Company entered into a $700.0 million residential and $200.0 million commercial facility. These facilities automatically roll until such time as they are terminated or until certain conditions of default. The weighted average remaining maturity days was calculated using expected weighted life of the underlying collateral.
At December 31, 2019 and December 31, 2018, repurchase agreements collateralized by investments had the following remaining maturities:
(dollars in thousands)
December 31, 2019
 
December 31, 2018
1 to 29 days
$
1,480,286

 
$
1,867,957

30 to 59 days
552,786

 
144,778

60 to 89 days
255,814

 
555,695

Greater than or equal to 90 days
535,991

 
250,407

Total
$
2,824,877

 
$
2,818,837


At December 31, 2019, the following table reflects amounts of collateral at risk under its repurchase agreements greater than 10% of the Company's equity with any counterparty (dollars in thousands):
 
December 31, 2019
Counterparty
Amount of Collateral
at Risk, at fair
value
 
Weighted Average
Remaining
Maturity (days)
 
Percentage of
Stockholders'
Equity
Credit Suisse AG, Cayman Islands Branch
$
132,306

 
1024
 
23.4
%
Barclays Capital Inc.
73,203

 
38
 
13.0
%


Collateral for Borrowings under Repurchase Agreements
The following table summarizes the Company's collateral positions, with respect to its borrowings under repurchase agreements at December 31, 2019 and December 31, 2018 (dollars in thousands):
 
December 31, 2019
 
December 31, 2018
 
Assets
Pledged
 
Accrued
Interest
 
Assets Pledged
and Accrued
Interest
 
Assets
Pledged
 
Accrued
Interest
 
Assets Pledged
and Accrued
Interest
Assets pledged for borrowings under repurchase agreements:
 

 
 

 
 

 
 
 
 
 
 
Agency CMBS, at fair value
$
1,400,230

 
$
3,916

 
$
1,404,146

 
$
1,486,142

 
$
4,262

 
$
1,490,404

Agency RMBS, at fair value
356,687

 
1,336

 
358,023

 
19,837

 
453

 
20,290

Non-Agency RMBS, at fair value
45,816

 
414

 
46,230

 
50,555

 
479

 
51,034

Non-Agency CMBS, at fair value
246,797

 
951

 
247,748

 
186,552

 
915

 
187,467

Residential Whole Loans, at fair value (1)
529,495

 
3,704

 
533,199

 
1,041,885

 
8,145

 
1,050,030

Residential Bridge Loans(1)
34,897

 
471

 
35,368

 
221,486

 
3,528

 
225,014

Commercial Loans, at fair value(1)
350,213

 
1,855

 
352,068

 
196,123

 
1,067

 
197,190

Securitized commercial loans, at fair value(1)
171,640

 
674

 
172,314

 
13,688

 
88

 
13,776

Other securities, at fair value
80,031

 
128

 
80,159

 
59,780

 
147

 
59,927

Cash(2)
43,499

 

 
43,499

 
1,226

 

 
1,226

Total
$
3,259,305

 
$
13,449

 
$
3,272,754

 
$
3,277,274

 
$
19,084

 
$
3,296,358

 

(1)
Loans owned through trust certificates are pledged as collateral. The trust certificates are eliminated upon consolidation.
(2)
Cash posted as collateral is included in "Due from counterparties" in the Company's Consolidated Balance Sheets.
A reduction in the value of pledged assets typically results in the repurchase agreement counterparties initiating a margin call. At December 31, 2019 and December 31, 2018, investments held by counterparties as security for repurchase agreements totaled approximately $3.2 billion and approximately $3.3 billion, respectively. Cash collateral held by repurchase agreement counterparties at December 31, 2019 and December 31, 2018 was approximately $43.5 million and $1.2 million, respectively. Cash posted by repurchase agreement counterparties at December 31, 2019 and December 31, 2018, was approximately $709 thousand and $17.8 million, respectively. In addition, at December 31, 2019 and December 31, 2018, the Company held securities with a fair value of $0 and $5.2 million, respectively, received as collateral from its repurchase agreement counterparties to satisfy margin requirements. The Company has the ability to repledge collateral received from its repurchase counterparties.
Convertible Senior Unsecured Notes
At December 31, 2019, the Company had $205.0 million aggregate principal amount of 6.75% convertible senior unsecured notes outstanding through three issuances described below.

In October 2017, the Company issued $115.0 million aggregate principal amount of 6.75% convertible senior unsecured notes for net proceeds of $111.1 million. The notes mature on October 1, 2022, unless earlier converted, redeemed or repurchased by the holders pursuant to their terms, and are not redeemable by the Company except during the final three months prior to maturity.

In August 2019, the Company issued an additional $40.0 million aggregate principal amount of 6.75% convertible senior unsecured notes (the "August 2019 Reopened Notes") for net proceeds of $38.8 million after subtracting underwriting commissions and debt offering expenses. The August 2019 Reopened Notes have substantially identical terms as the existing notes issued in October 2017. The notes mature on October 1, 2022, unless earlier converted, redeemed or repurchased by the holders pursuant to their terms, and are not redeemable by us except during the final three months prior to maturity.

In December 2019, the Company issued another $50.0 million aggregate principal amount of 6.75% convertible senior unsecured notes (the "December 2019 Reopened Notes") for net proceeds of $49.2 million. The December 2019 Reopened Notes have substantially identical terms as the existing notes issued in October 2017. The notes mature on October 1, 2022, unless earlier converted, redeemed or repurchased by the holders pursuant to their terms, and are not redeemable by us except during the final three months prior to maturity.

The notes are convertible into, at the Company's election, cash, shares of the Company's common stock or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rate is subject to adjustment upon the occurrence of certain specified events and the holders may require the Company to repurchase all or any portion of their notes for cash equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if the Company undergoes a fundamental change as specified in the agreement. The initial conversion rate was 83.1947 shares of common stock per $1,000 principal amount of notes and represented a conversion price of $12.02 per share of common stock.

Securitized Debt

CMSC Trust 2015 - Longhouse MZ

CMSC Trust issued $25.0 million in commercial pass-through certificates. The outstanding principal balance of the trust certificates was $24.0 million at December 31, 2019, with a fair value of $24.1 million. The trust certificates bear a fixed interest rate of 8.9% and mature on June 6, 2020. The Company has chosen to make the fair value election pursuant to ASC 825 for the debt and accordingly the periodic change in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized gain (loss), net."
 
The Company owns $13.5 million of the trust certificates which was eliminated in consolidation and the remaining $10.6 million is held by related parties and is carried at a fair value of $10.6 million and recorded in "Securitized debt, net" in the consolidated balance sheets. The securitized debt of the CMSC Trust can only be settled with the commercial loan, with an outstanding principal balance of $24.0 million at December 31, 2019, that serves as collateral for the securitized debt and is non-recourse to the Company.
 
RETL 2019 Trust

The following table summarizes RETL 2019 Trust's commercial mortgage pass-through certificates at December 31, 2019 (dollars in thousands):
 
Classes
Principal Balance
Coupon
 Fair Value
Contractual Maturity
Class A
$
219,431

2.9%
$
219,567

3/15/2021
Class B
101,200

3.3%
101,326

3/15/2021
Class C
308,400

3.8%
309,171

3/15/2021
Class HRR
45,300

10.2%
45,314

3/15/2021
Class X-CP(1)
N/A

1.2%
1,026

4/15/2020
Class X-EXT(1)
N/A

—%
31

3/15/2021
 
$
674,331

 
$
676,435

 
 
(1) Class X-CP and Class X-EXT are interest-only classes with an initial notional balance of $308.4 million each.

The Company acquired $30.6 million of the class C certificates and the entire class of HRR certificates principal, which are eliminated in consolidation and the remaining RETL debt with a fair value of $600.5 million is recorded in "Securitized debt, net" in the consolidated balance sheets. Of the remaining outstanding principal balance of $598.5 million, excluding the interest-only debt securities, $60.6 million is owned by related parties and $537.9 million is owned by third parties. The securitized debt of the RETL 2019 Trust can only be settled with the commercial loan, with an outstanding principal balance of approximately $674.3 million at December 31, 2019, that serves as collateral for the securitized debt and is non-recourse to the Company. The Company has chosen to make the fair value election pursuant to ASC 825 for the debt and accordingly the periodic change in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized gain (loss), net."

 Arroyo Trust

In May 2019, the Company completed a residential mortgage-backed securitization comprised of $945.5 million of Non-QM Residential Whole Loans, issuing $919.0 million of mortgage-backed notes. The Company did not elect the fair value option for these notes and accordingly they are recorded at their principal balance less unamortized deferred financing costs and classified in "Securitized debt, net" in the Consolidated Balance Sheets. The following table summarizes the issued Arroyo Trust's residential mortgage pass-through certificates at December 31, 2019 (dollars in thousands):
 
Classes
Principal Balance
Coupon
 Carrying Value
Contractual Maturity
Offered Notes:
 
 
 
 
Class A-1
$
681,668

3.3%
$
681,666

4/25/2049
Class A-2
36,525

3.5%
36,524

4/25/2049
Class A-3
57,866

3.8%
57,864

4/25/2049
Class M-1
25,055

4.8%
25,055

4/25/2049
Subtotal
$
801,114

 
$
801,109

 
Less: Unamortized Deferred Financing Costs
N/A

 
5,298

 
Total
$
801,114

 
$
795,811

 


The Company retained the non-offered securities in the securitization, which include the class B, Class A-IO-S and Class XS certificates. These non-offered securities are eliminated in the consolidation. The securitized debt of the Arroyo Trust can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At December 31, 2019, Residential Whole Loans, with an outstanding principal balance of approximately $814.0 million, serve as collateral for the Arroyo Trust's securitized debt. The Company may redeem the offered notes on or after the earlier of (i) the three-year anniversary of the closing date or ii) the date on which the aggregate collateral balance is 20% of the original principal balance. The notes are redeemable at their face value plus accrued interest.

MRCD Trust

The following table summarizes MRCD Trust's commercial mortgage pass-through certificates at December 31, 2019 (dollars in thousands):
 
Classes
Principal Balance
Coupon
 Fair Value
Contractual Maturity
Class A
$
234,500

4.3%
$
198,104

12/9/2024
Class HRR
10,500

12.0%
10,443

12/9/2024
 
$
245,000

 
$
208,547

 


The Company acquired $150.9 million of the class A certificates and the entire class of HRR certificates principal, which are eliminated in consolidation and the remaining MRCD debt with a fair value of $70.6 million is recorded in "Securitized debt,
net" in the consolidated balance sheets. The remaining outstanding principal balance of $83.6 million is owned by related parties. The securitized debt of the MRCD Trust can only be settled with the commercial loan, with an outstanding principal balance of approximately $245.0 million at December 31, 2019, that serves as collateral for the securitized debt and is non-recourse to the Company. The Company has chosen to make the fair value election pursuant to ASC 825 for the debt and accordingly the periodic change in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized gain (loss), net."