7. DEBT OBLIGATIONS

The details of the Company’s debt obligations at December 31, 2015 and 2014 are as follows ($ in thousands):

December 31, 2015



Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at December 31, 2015(1)	Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility	$	600,000	$	229,533		$	370,467	2.08% - 2.93%	10/30/2016	(2)	(3)	$	364,978	$	366,676
Committed Loan Repurchase Facility	400,000		204,262			195,738		2.44% - 4.33%	4/10/2016	(4)	(5)	299,714		342,307		(6)
Committed Loan Repurchase Facility	450,000		269,779			180,221		2.58% - 4.33%	5/24/2016	(2)	(3)	436,901		466,640		(7)
Committed Loan Repurchase Facility	35,000		575			34,425		3.02%	10/24/2016	(8)	(9)	—		794		(10)
Total Committed Loan Repurchase Facilities	1,485,000		704,149			780,851						1,101,593		1,176,417
Committed Securities Repurchase Facility	300,000		161,887			138,113		0.88% - 1.34%	10/31/2016	N/A	(11)	193,530		193,530
Uncommitted Securities Repurchase Facility	N/A (12)		394,719			N/A (12)		0.73% - 2.02%	1/2016	N/A	(11)	458,615		458,615
Total Repurchase Facilities	1,785,000		1,260,755			918,964						1,753,738		1,828,562
Borrowings Under Credit Agreement	50,000		—			50,000			1/24/2016	N/A	(13)	—		—
Revolving Credit Facility	75,000		—			75,000			2/11/2017	(2)	N/A (14)	N/A (14)		N/A (14)
Mortgage Loan Financing	544,663		544,663			—		4.25% - 6.75%	2018 - 2025	N/A	(15)	711,090		788,369
Borrowings from the FHLB	2,237,113		1,856,700			380,413		0.28% - 2.74%	2016 - 2024	N/A	(13)	2,317,534		2,323,765
Senior Unsecured Notes	619,555		612,605		(16)	—		5.875% - 7.375%	2017 -2021	N/A	N/A (17)	N/A (17)		N/A (17)
Total Debt Obligations	$	5,311,331	$	4,274,723		$	1,424,377					$	4,782,362	$	4,940,696


(1)	December 31, 2015 London Interbank Offered Rate (“LIBOR”) rates are used to calculate interest rates for floating rate debt.


(2)	Two additional twelve-month periods at Company’s option.


(3)	First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.


(4)	Three additional 364-day periods at Company’s option.


(5)	First mortgage and mezzanine commercial real estate loans. It does not include the real estate collateralizing such loans.


(6)	Includes $36.5 million of loans made to consolidated subsidiaries.


(7)	Includes $28.2 million of loans made to consolidated subsidiaries.


(8)	Two six-month extension periods.


(9)	First mortgage commercial real estate loans held for sale. It does not include the real estate collateralizing such loans.


(10)	Includes $0.8 million of loans made to consolidated subsidiaries.


(11)	Investment grade commercial real estate securities. It does not include the real estate collateralizing such securities.


(12)	Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.


(13)	First mortgage and mezzanine commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.


(14)	The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.


(15)	Using undepreciated carrying value of commercial real estate to approximate fair value.


(16)	Presented net of unamortized debt issuance costs of $6.9 million at December 31, 2015.


(17)	The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

December 31, 2014



Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at December 31, 2014(1)	Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility	$	450,000	$	147,796		$	302,204	2.42% - 2.66%	10/30/2016	(2)	(3)	$	278,530	$	279,921
Committed Loan Repurchase Facility	250,000		138,711			111,289		2.41% - 3.04%	4/10/2016	(4)	(5)	144,858		145,749
Committed Loan Repurchase Facility	450,000		222,516			227,484		2.42% - 3.16%	5/26/2015	(2)	(3)	378,573		380,344
Total Committed Loan Repurchase Facilities	1,150,000		509,023			640,977						801,961		806,014
Committed Securities Repurchase Facility	300,000		174,853			125,147		0.87% - 1.27%	4/30/2015	N/A	(6)	214,617		214,617
Uncommitted Securities Repurchase Facility	N/A (7)		747,789			N/A (6)		0.50% - 1.66%	Various	N/A	(6)	861,456		861,456
Total Repurchase Facilities	1,450,000		1,431,665			766,124						1,878,034		1,882,087
Borrowings Under Credit Agreement	50,000		11,000			39,000		2.91%	1/24/2016	N/A	(8)	—		—
Borrowings Under Credit and Security Agreement	46,750		46,750			—		2.01%	10/6/2015	(9)	(10)	54,775		55,000
Revolving Credit Facility	75,000		25,000			50,000		3.66% - 5.75%	2/11/2017	(2)	N/A (11)	N/A (11)		N/A (11)
Mortgage Loan Financing	447,410		447,410			—		4.25% - 6.75%	2018 - 2024	N/A	(12)	591,613		637,271
Borrowings from the FHLB	1,900,000		1,611,000			289,000		0.30% - 2.74%	2015 - 2024	N/A	(8)	2,068,988		2,073,955
Senior Unsecured Notes	619,555		610,129		(13)	—		5.875% - 7.375%	2017 -2021	N/A	N/A (14)	N/A (14)		N/A (14)
Total Debt Obligations	$	4,588,715	$	4,182,954		$	1,144,124					$	4,593,410	$	4,648,313


(1)	December 31, 2014 London Interbank Offered Rate (“LIBOR”) rates are used to calculate interest rates for floating rate debt.


(2)	Two additional twelve-month periods at Company’s option.


(3)	First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.


(4)	One additional 364-day period at Company’s option.


(5)	First mortgage and mezzanine commercial real estate loans. It does not include the real estate collateralizing such loans.


(6)	Investment grade commercial real estate securities. It does not include the real estate collateralizing such securities.


(7)	Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.


(8)	First mortgage and mezzanine commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.


(9)	One additional twelve-month period.


(10)	First mortgage commercial real estate loan. It does not include the real estate collateralizing such loan.


(11)	The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.


(12)	Using undepreciated carrying value of commercial real estate to approximate fair value.


(13)	Presented net of unamortized debt issuance costs of $9.4 million at December 31, 2014.


(14)	The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

Committed Loan and Securities Repurchase Facilities

The Company has entered into multiple committed master repurchase agreements in order to finance its lending activities. The Company has entered into four committed master repurchase agreements, as outlined in the December 31, 2015 table above, totaling $1.5 billion of credit capacity. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial properties. The Company also has a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $300.0 million. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, and maximum leverage ratios. The Company believes it was in compliance with all covenants as of December 31, 2015 and 2014.

The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, no event of default exists, and no margin deficit exists, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines.

On April 29, 2014, the Company amended the terms of its master repurchase agreement with a major U.S. bank to finance loans the Company originates to temporarily increase financing capacity on its facility from $300.0 million to $450.0 million to enable the financing of one of its assets. The increase in capacity terminated in accordance with its terms. On October 30, 2014, the Company amended the terms of this master repurchase agreement to increase the financing capacity from $300.0 million to $450.0 million, to temporarily increase financing capacity on its facility from $450.0 million to $650.0 million to enable the financing of one of its assets and to remove the concentration limit on balance sheet financing. The temporary increase in capacity has since terminated in accordance with its terms. On December 31, 2014, the Series of LCFH were also added as additional guarantors.

On June 17, 2014, the Company amended the terms of its master repurchase agreement with a major U.S. bank to finance loans the Company originates to increase the maximum advance rate available on all classes of assets.

On June 30, 2014, the Company amended its master repurchase agreement with a major U.S. insurance company to finance loans the Company originates to extend the maturity date of the facility to December 31, 2014. The Company terminated this master repurchase agreement effective November 30, 2014.

On December 31, 2014, the Company amended the terms of its master repurchase agreement with a major U.S. bank to finance loans the Company originates to, among other items, permit the financing of mezzanine debt and amend the leverage covenant to be consistent with those in most of our other credit facilities. The Series of LCFH were also added as additional guarantors.

On February 19, 2015, the Company executed an amendment and extension of one of its credit facilities with a major banking institution, providing for, among other things, extending the maximum term of the facility to May 24, 2018, limiting the recourse exposure to the Company and modifying the pricing terms of the facility.

On April 10, 2015, the Company executed an amendment and extension of one of its credit facilities with a major banking institution, providing for, among other things, the extension of the maximum term of the facility to April 10, 2019 and increasing the maximum funding capacity of the facility to $400.0 million.

On August 14, 2015, the Company executed an amendment of one of its credit facilities with a major banking institution, providing for, among other things, an increase in the maximum funding capacity to $600.0 million.

On October 25, 2015, the Company entered into a committed loan repurchase facility with a major banking institution with total capacity of $35.0 million and an initial maturity date of October 24, 2016, with two six-month extension periods.

On December 15, 2015, the Company executed an amendment of one of its credit facilities with a major banking institution, providing for, among other thing, changes to our financial covenants and an increase in the maximum advance rate on certain assets, subject to the buyer’s discretion.

Borrowings under Credit Agreement

On January 24, 2013, the Company entered into a $50.0 million credit agreement with one of its multiple committed financing counterparties in order to finance its securities and lending activities (the “Credit Agreement”). The Credit Agreement terminates on January 24, 2016 with no further extension options. Interest on the Credit Agreement is LIBOR plus 275 basis points per annum payable monthly in arrears. LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the assumption or incurrence of additional liens or debt, restrictions on certain payments or transfers of assets, and restrictions on the amendment of contracts or documents related to the assets under pledge. Under the Credit Agreement, LCFH is subject to customary financial covenants relating to maximum leverage, minimum tangible net worth, and minimum liquidity consistent with our other credit facilities. The Company’s ability to borrow under the Credit Agreement is dependent on, among other things, LCFH’s compliance with the financial covenants. The Company believes it was in compliance with all covenants as of December 31, 2015 and 2014.

Borrowings under Credit and Security Agreement

On October 31, 2014, the Company entered into a credit and security agreement (the “Credit and Security Agreement”) with a major banking institution to finance one of its assets in the amount of $46.8 million and an interest rate of LIBOR plus 185 basis points. On September 21, 2015, the debt was repaid, and the Credit and Security Agreement was terminated.

Revolving Credit Facility

On February 11, 2014, the Company entered into a revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility provides for an aggregate maximum borrowing amount of $75.0 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The Revolving Credit Facility has a three-year maturity, which maturity may be extended by two twelve-month periods subject to the satisfaction of customary conditions, including the absence of default. Interest on the Revolving Credit Facility is one-month LIBOR plus 3.50% per annum payable monthly in arrears.

The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations.

LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities. The Company’s ability to borrow under the Revolving Credit Facility is dependent on, among other things, LCFH’s compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of our subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency.

Debt Issuance Costs

As discussed in Note 2, Significant Accounting Policies, the Company considers its committed loan master repurchase facilities, borrowings under the Credit Agreement and Revolving Credit Facility to be revolving debt arrangements. As such, the Company continues to defer and present costs associated with these facilities as an asset, subsequently amortizing those costs ratably over the term of each revolving debt arrangement. As of December 31, 2015 and 2014, the amount of unamortized costs relating to such facilities are $3.4 million and $4.0 million, respectively and are included in other assets in the combined consolidated balance sheets.

Uncommitted Securities Repurchase Facilities

The Company has also entered into multiple master repurchase agreements with several counterparties collateralized by real estate securities. The borrowings under these agreements have typical advance rates between 65% and 95% of the fair value of collateral.

Mortgage Loan Financing

During the years ended December 31, 2015, 2014 and 2013, the Company executed 51, 5 and 16 term debt agreements, respectively, to finance properties in its real estate portfolio. These nonrecourse debt agreements provide for fixed rate financing at rates, ranging from 4.25% to 6.75%, maturing in 2018, 2020, 2021, 2022, 2023, 2024 and 2025 as of December 31, 2015. These loans have carrying amounts of $544.7 million and $447.4 million, net of unamortized premiums of $6.1 million and $5.3 million at December 31, 2015 and 2014, respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. The Company recorded $0.9 million, $0.6 million and $0.5 million of premium amortization, which decreased interest expense, for the years ended December 31, 2015, 2014 and 2013, respectively. The loans are collateralized by real estate and related lease intangibles, net, of $711.1 million and $591.6 million as of December 31, 2015 and 2014, respectively.

Borrowings from the Federal Home Loan Bank (“FHLB”)

On July 11, 2012, Tuebor became a member of the FHLB and subsequently drew its first secured funding advances from the FHLB. On June 26, 2015, Tuebor’s advance limit was increased to the lowest of $2.9 billion, 40% of Ladder Capital Corp’s total assets or 150% of Ladder Capital Corp’s total equity.

As of December 31, 2015, Tuebor had $1.9 billion of borrowings outstanding (with an additional $380.4 million of committed term financing available from the FHLB), with terms of overnight to eight years (with a weighted average of 1.4 years), interest rates of 0.28% to 2.74% (with a weighted average of 0.84%), and advance rates of 58.7% to 95.2% of the collateral. As of December 31, 2015, collateral for the borrowings was comprised of $1.7 billion of CMBS and U.S. Agency Securities and $568.2 million of first mortgage commercial real estate loans.

As of December 31, 2014, Tuebor had $1.6 billion of borrowings outstanding (with an additional $289.0 million of committed term financing available from the FHLB), with terms of overnight to 10 years (with a weighted average of 2.0 years), interest rates of 0.30% to 2.74% (with a weighted average of 0.79%), and advance rates of 50.0% to 95.2% of the collateral. As of December 31, 2014, collateral for the borrowings was comprised of $1.6 billion of CMBS and U.S. Agency Securities and $451.8 million of first mortgage commercial real estate loans.

Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely as a result of this restriction, approximately $404.0 million of the member’s capital were restricted from transfer to Tuebor’s parent without prior approval of state insurance regulators at December 31, 2015.

On January 20, 2016, the Federal Housing Finance Agency (the “FHFA’’), regulator of the FHLB, published a final rule in the Federal Register amending its regulation regarding the eligibility of captive insurance companies for FHLB membership. The final rule was effective February 19, 2016. According to the final rule, Ladder’s captive insurance company subsidiary, Tuebor may remain as a member of the FHLB through February 19, 2021 (the “Transition Period”). During the Transition Period, Tuebor is eligible to continue to draw new additional advances, extend the maturities of existing advances, and pay off outstanding advances on the same terms as non-captive insurance company FHLB members with two exceptions:


1.	New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021, and


2.	The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed forty percent of Tuebor’s total assets.

Tuebor has executed new advances since the effective date of the new rule in the ordinary course of business.

Senior Unsecured Notes

On September 19, 2012, LCFH issued $325.0 million in aggregate principal amount of 7.375% Senior Notes due October 1, 2017 (the “2017 Notes”). The 2017 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on September 19, 2012. The 2017 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type.

On August 1, 2014, LCFH issued $300.0 million in aggregate principal amount of 5.875% senior notes due 2021 (the “2021 Notes”). The 2021 Notes require interest payments semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2015. The 2021 Notes will mature on August 1, 2021. The 2021 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type.

On December 17, 2014, the Company retired $5.4 million of principal of the 2017 Notes for a repurchase price of $5.6 million recognizing a $0.2 million loss on extinguishment of debt. The remaining $319.6 million in aggregate principal amount of the 2017 Notes is due October 2, 2017.

LCFH issued the 2021 Notes and the 2017 Notes (collectively, the “Notes”) with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. Ladder Capital Corp and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. Ladder Capital Corp is the general partner of LCFH and, through LCFH and its subsidiaries, operates the Ladder Capital business. As of December 31, 2015, Ladder Capital Corp has a 55.6% economic interest in LCFH, and has a majority voting interest and controls the management of LCFH as a result of its ability to appoint board members. As a result, Ladder Capital Corp consolidates the financial results of LCFH and records noncontrolling interest for the economic interest in LCFH held by the Continuing LCFH Limited Partners. In addition, Ladder Capital Corp, through certain subsidiaries which are treated as taxable REIT subsidiaries (each a “TRS”), is indirectly subject to U.S. federal, state and local income taxes. Other than the noncontrolling interest in the Operating Partnership and federal, state and local income taxes, there are no material differences between Ladder Capital Corp’s combined consolidated financial statements and LCFH’s consolidated financial statements.

In April 2015, FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Beginning April 1, 2015, the Company elected to early adopt ASU 2015-03 and appropriately retrospectively applied the guidance to its senior unsecured notes, to all periods presented. Unamortized debt issuance costs of $6.9 million are included in senior unsecured notes as of December 31, 2015 and unamortized debt issuance costs of $9.4 million are included in senior unsecured notes as of December 31, 2014 (previously included in other assets on the combined consolidated balance sheets)

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands):



Period ending December 31,	Borrowings by Maturity (1)

2016	$	2,534,105
2017	562,969
2018	89,016
2019	27,968
2020	113,802
Thereafter	947,761
Total	$	4,275,621

(1) Contractual payments under current maturities, some of which are subject to extensions.

The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $900.3 million of the total equity is restricted from payment as a dividend by the Company at December 31, 2015.