DEBT OBLIGATIONS, NET

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT OBLIGATIONS, NET

6. DEBT OBLIGATIONS, NET

The details of the Company’s debt obligations at December 31, 2023 and December 31, 2022 are as follows ($ in thousands):

December 31, 2023

Debt Obligations	Committed / Principal Amount		Carrying Value of Debt Obligations			Committed but Unfunded		Interest Rate at December 31, 2023(1)			Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral
Committed Loan Repurchase Facility	$	500,000	$	235,594		$	264,406	7.08%	—	7.48%	9/27/2025	(2)	(3)	$	342,467	$	342,467
Committed Loan Repurchase Facility	300,000		118,903			181,097		7.46%	—	8.36%	12/19/2024	(4)	(5)	174,938		174,938
Committed Loan Repurchase Facility	141,997		139,162			2,835		7.06%	—	7.60%	4/30/2024	(6)	(3)	65,110		65,110		(7)
Committed Loan Repurchase Facility	200,000		111,340			88,660		7.22%	—	8.29%	10/3/2025	(8)	(3)	150,280		150,559
Committed Loan Repurchase Facility	100,000		—			100,000		—%	—	—%	1/22/2024	(9)	(5)	—		—
Total Committed Loan Repurchase Facilities	1,241,997		604,999			636,998								732,795		733,074
Committed Securities Repurchase Facility	100,000		—			100,000		—%	—	—%	5/27/2024	N/A	(10)	—		—
Uncommitted Securities Repurchase Facility	N/A (11)		1,608			N/A (11)		6.61%	—	7.56%	1/17/2024	N/A	(10)	2,511		2,511		(12)
Total Repurchase Facilities	1,341,997		606,607			736,998								735,306		735,585
Revolving Credit Facility	323,850		—			323,850		—%	—	—%	7/27/2024	(13)	N/A (14)	N/A (14)		N/A (14)
Mortgage Loan Financing	437,384		437,759			—		4.39%	—	9.03%	2024-2031 (15)	N/A	(16)	474,740		625,454		(17)
CLO Debt	1,062,777		1,060,719		(18)	—		6.68%	—	9.13%	2024-2026 (19)	N/A	(3)	1,327,722		1,327,722
Borrowings from the FHLB	115,000		115,000			—		5.76%	—	5.88%	2024	N/A	(20)	140,276		140,276
Senior Unsecured Notes	1,575,614		1,563,861		(21)	—		4.25%	—	5.25%	2025-2029	N/A	N/A (22)	N/A (22)		N/A (22)
Total Debt Obligations, Net	$	4,856,622	$	3,783,946		$	1,060,848							$	2,678,044	$	2,829,037

(1)Interest rates on floating rate debt reflect the applicable index in effect as of December 31, 2023.

(2)Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(3)First mortgage commercial real estate loans and senior and pari passu interests therein. 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 and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(6)Three additional 12-month extension periods at Company’s option.

(7)The Company has pledged mortgage loans receivable with a value of $114.7 million that eliminates in consolidation and is thus not included in the carrying amount of collateral or fair value of collateral.

(8)Two additional 12-month extension periods at Company’s option. No new advances permitted past 30 days prior to initial maturity.

(9)Two additional 12-month extension periods at Company's option. No new advances permitted during the final 12-month period.

(10)Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

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

(12)Includes $1.9 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(13)Three additional 12-month periods at Company’s option.

(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)Anticipated repayment dates.

(16)Certain of our real estate investments serve as collateral for our mortgage loan financing.

(17)Represents undepreciated carrying value of commercial real estate collateral.

(18)Presented net of unamortized debt issuance costs of $2.1 million at December 31, 2023.

(19)Represents the estimated maturity date based on the remaining reinvestment period and underlying loan maturities.

(20)Investment grade commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(21)Presented net of unamortized debt issuance costs of $11.8 million at December 31, 2023.

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

December 31, 2022

Debt Obligations	Committed / Principal Amount		Carrying Value of Debt Obligations			Committed but Unfunded		Interest Rate at December 31, 2022(1)			Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral
Committed Loan Repurchase Facility(2)	$	500,000	$	318,983		$	181,017	6.07%	—	6.57%	9/27/2025	(2)	(3)	$	428,477	$	429,276
Committed Loan Repurchase Facility	100,000		—			100,000		—%	—	—%	2/26/2023	(4)	(5)	—		—
Committed Loan Repurchase Facility	300,000		157,558			142,442		6.19%	—	7.07%	12/19/2023	(6)	(7)	244,102		244,102
Committed Loan Repurchase Facility	100,000		47,415			52,585		6.00%	—	6.00%	4/30/2024	(8)	(3)	63,307		63,307
Committed Loan Repurchase Facility	100,000		77,959			22,041		5.74%	—	6.24%	1/3/2023	(2)	(3)	103,393		103,393
Committed Loan Repurchase Facility	100,000		—			100,000		—%		—%	1/22/2024	(9)	(7)	—		—
Committed Loan Repurchase Facility	100,000		14,979			85,021		7.07%	—	7.07%	7/14/2023	(10)	(11)	21,206		21,206
Total Committed Loan Repurchase Facilities	1,300,000		616,894			683,106								860,485		861,284
Committed Securities Repurchase Facility(2)	100,000		8,640			91,360		5.04%	—	5.29%	5/27/2023	N/A	(12)	10,023		10,023
Uncommitted Securities Repurchase Facility	N/A (13)		222,328			N/A (13)		4.73%	—	6.00%	3/2/2023	N/A	(12)	247,351		247,351		(14)
Total Repurchase Facilities	1,400,000		847,862			774,466								1,117,859		1,118,658
Revolving Credit Facility	323,850		—			323,850		—%	—	—%	7/27/2023	(15)	N/A (16)	N/A (16)		N/A (16)
Mortgage Loan Financing	497,454		497,991			—		4.25%	—	8.03%	2023 - 2031(17)	N/A	(18)	559,885		710,977		(19)
CLO Debt	1,064,365		1,058,462		(20)	—		5.52%	—	7.97%	2024 - 2026(21)	N/A	(3)	1,308,654		1,308,654
Borrowings from the FHLB	213,000		213,000			—		2.74%	—	4.70%	2023 - 2024	N/A	(22)	248,806		248,806		(23)
Senior Unsecured Notes	1,643,794		1,628,382		(24)	—		4.25%	—	5.25%	2025 - 2029	N/A	N/A (25)	N/A (25)		N/A (25)
Total Debt Obligations, Net	$	5,142,463	$	4,245,697		$	1,098,316							$	3,235,204	$	3,387,095

(1)LIBOR and Term SOFR rates in effect as of December 31, 2022 are used to calculate interest rates for floating rate debt, as applicable.

(2)Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(3)First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(4)One additional 12-month period at Company’s option.

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

(6)Two additional 364-day periods at Company’s option.

(7)First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(8)Three additional 12-month extension periods at Company’s option.

(9)Two additional 12-month extension periods at Company's option. No new advances are permitted during the final 12-month period.

(10)The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.

(11)First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.

(12)Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

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

(14)Includes $2.0 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(15)Four additional 12-month periods at Company’s option.

(16)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.

(17)Anticipated repayment dates.

(18)Certain of our real estate investments serve as collateral for our mortgage loan financing.

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

(20)Presented net of unamortized debt issuance costs of $5.9 million at December 31, 2022.

(21)Represents the estimated maturity date based on the remaining reinvestment period and underlying loan maturities.

(22)Investment grade commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(23)Includes $6.6 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(24)Presented net of unamortized debt issuance costs of $15.4 million at December 31, 2022.

(25)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 five committed master repurchase agreements, as outlined in the December 31, 2023 table above, totaling $1.2 billion of credit capacity in order to finance its lending activities. 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 and mezzanine debt. The Company also has a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $100 million. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company was in compliance with all covenants as of December 31, 2023 and December 31, 2022.

The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, the absence of an event of default, and the absence of a margin deficit, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities and the determination of the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right in certain cases 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.

As of December 31, 2023, the Company had total debt obligations of $606.6 million outstanding pursuant to repurchase agreements with four counterparties. All of the loan repurchase facilities are due greater than 90 days from December 31, 2023, and the securities repurchase facility was due within 30 days of December 31, 2023. As of December 31, 2023, no counterparties held collateral that exceeded the amounts borrowed under the related repurchase agreements by more than $153.2 million, or 10% of our total equity. As of December 31, 2023, the weighted average haircut, or the percent of collateral value in excess of the loan amount, under our repurchase agreements was 18%. There have been no significant fluctuations in haircuts across asset classes on our repurchase facilities.

Revolving Credit Facility

The Company’s Revolving Credit Facility provides for an aggregate maximum borrowing amount of $323.9 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. Borrowings under the Revolving Credit Facility incur interest at a fixed margin of 2.50% over the index rate, with reductions in the fixed margin upon the achievement of investment grade credit ratings. On January 25, 2024, the Company amended its Revolving Credit Facility to extend the final maturity date to January 25, 2029. As of December 31, 2023, the Company had no outstanding borrowings on the Revolving Credit Facility, but still maintains the ability to draw $323.9 million.

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.

The Company 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, the Company 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 is dependent on, among other things, 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 of December 31, 2023 and December 31, 2022, the amounts of unamortized costs relating to our master repurchase facilities and Revolving Credit Facility were $4.0 million and $5.0 million, respectively, and are included in other assets in the consolidated balance sheets.

Uncommitted Securities Repurchase Facilities

The Company has also entered into multiple uncommitted master repurchase agreements collateralized by real estate securities with several counterparties. The borrowings under these agreements have typical advance rates between 75% and 95% of the fair value of collateral, which is primarily AAA-rated securities.

Mortgage Loan Financing

The Company typically finances its real estate investments with long-term, non-recourse mortgage financing. These mortgage loans have carrying amounts of $437.8 million and $498.0 million, net of unamortized premiums of $1.8 million and $2.4 million as of December 31, 2023 and December 31, 2022, 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 $0.6 million and $0.7 million and $1.4 million of premium amortization, which decreased interest expense for the years ended December 31, 2023, 2022, and 2021 respectively. These non-recourse debt agreements provide for secured financing at rates ranging from 4.39% to 9.03%, and, as of December 31, 2023, have anticipated maturity dates between 2024 - 2031, with an average term of 3.1 years. The mortgage loans are collateralized by real estate and related lease intangibles, net, of $474.7 million and $559.9 million as of December 31, 2023 and December 31, 2022, respectively. During the year ended December 31, 2023 the Company did not execute any new term debt agreements to finance properties in its real estate portfolio. During the year ended December 31, 2022, the Company executed one new term debt agreement to finance properties in its real estate portfolio.

Collateralized Loan Obligations (“CLO”) Debt

As of December 31, 2023, the Company had $1.1 billion of matched term, non-mark-to-market and non-recourse CLO debt included in debt obligations on its consolidated balance sheets, which includes unamortized debt issuance costs of $2.1 million.

On July 13, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 CLO Loans”) at an 82% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 18% subordinate and controlling interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed July 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities, for further detail.

On December 2, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 CLO Loans”) at a maximum 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also held two additional tranches as investments totaling 6.8% interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed December 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities, for further detail.

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

On July 11, 2012, Tuebor, a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its first secured funding advances from the FHLB. As of February 19, 2021, pursuant to a final rule adopted by the Federal Housing Finance Agency (the “FHFA”) regarding the eligibility of captive insurance companies, Tuebor’s membership in the FHLB has been terminated, although outstanding advances may remain outstanding until their scheduled maturity dates. Funding for future advance paydowns is expected to be obtained from the natural amortization and/or sales of securities collateral, or from other financing sources. There is no assurance that the FHFA or the FHLB will not take actions that could adversely impact Tuebor’s existing advances. 

As of December 31, 2023, Tuebor had $115.0 million of borrowings outstanding, with terms of 0.34 years to 0.75 years (with a weighted average of 0.57 years), and interest rates of 5.76% to 5.88% (with a weighted average of 5.82%). As of December 31, 2023, collateral for the borrowings was comprised of $140.3 million of CMBS and U.S. Agency securities (with advance rates of 71.7% to 95.7%).

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 $831.9 million of Tuebor’s member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at December 31, 2023. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements.

Senior Unsecured Notes

As of December 31, 2023, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $327.8 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”), $611.9 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $635.9 million in aggregate principal of 4.75% senior notes due 2029 (the “2029 Notes,” collectively with the 2025 Notes and the 2027 Notes, the “Notes,”.

During the year ended December 31, 2023, the Company repurchased $16.2 million of the 2025 Notes and recognized a net gain of $1.3 million on extinguishment of debt, repurchased $38.9 million of the 2027 Notes and recognized a net gain of $6.8 million on extinguishment of debt, and repurchased $13.1 million of the 2029 Notes and recognized a net gain of $2.6 million on extinguishment of debt for an aggregate gain of $10.7 million.

LCFH issued 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. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company was in compliance with all covenants of the Notes as of December 31, 2023 and 2022.

The Notes require interest payments semi-annually in cash in arrears, are unsecured, and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the Notes prior to their stated maturity, in whole or in part, at any time or from time to time, with required notice and at a redemption price as specified in each respective indenture governing the Notes, plus accrued and unpaid interest, if any, to the redemption date. The board of directors has authorized the Company to repurchase any or all of the Notes from time to time without further approval.

Financial Covenants

The Company’s debt facilities are subject to covenants that require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend by the Company at December 31, 2023.

The Company was in compliance with all covenants as of December 31, 2023.

LIBOR Transition to SOFR

As of December 31, 2023, all of our floating rate debt obligations bear interest indexed to Term SOFR.

Combined Maturity of Debt Obligations

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

Period ending December 31,	Borrowings by Maturity(1)
2024	$	320,900
2025	659,782
2026	138,170
2027	909,961
2028	24,317
Thereafter	681,474
Subtotal	2,734,604
Debt issuance costs included in senior unsecured notes	(11,753)
Debt issuance costs included in mortgage loan financings	(1,441)
Premiums included in mortgage loan financings(2)	1,816
Total (3)	$	2,723,226

(1)The allocation of repayments under our committed loan repurchase facilities is based on the earlier of: (i) the maturity date of each agreement; or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.

(2)Represents deferred gains on intercompany mortgage loans, secured by our own real estate, sold into securitizations. These premiums are amortized as a reduction to interest expense.

(3)Total does not include $1.1 billion of consolidated CLO debt obligations and the related debt issuance costs of $2.1 million, as the satisfaction of these liabilities will be paid through cash flow from loan collateral including amortization and will not require cash outlays from us.