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Variable Interest Entities and Collateralized Loan Obligations
6 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities and Collateralized Loan Obligations Variable Interest Entities and Collateralized Loan Obligations
Subsidiaries of the Company have financed certain pools of the Company’s loans held for investment portfolio through the issuance of collateralized loan obligations.
On February 16, 2022, TPG RE Finance Trust CLO Sub-REIT (“Sub-REIT”), a subsidiary of the Company, issued a collateralized loan obligation (“TRTX 2022-FL5” or “FL5”). TRTX 2022-FL5 permits the Company, during the 24 months after closing, to contribute eligible new loans or participation interests in loans to TRTX 2022-FL5 in exchange for cash, which provides additional liquidity to the Company to originate new loan investments as underlying loans repay. The Company did not utilize the reinvestment feature during the three and six months ended June 30, 2022. In connection with TRTX 2022-FL5, the Company incurred $6.5 million of deferred financing costs, including issuance, legal, and accounting related costs.
On March 31, 2021, Sub-REIT issued a collateralized loan obligation (“TRTX 2021-FL4” or “FL4”). TRTX 2021-FL4 permits the Company, during the 24 months after closing, to contribute eligible new loans or participation interests in loans to TRTX 2021-FL4 in exchange for cash, which provides additional liquidity to the Company to originate new loan investments as underlying loans repay. During the three and six months ended June 30, 2022, the Company utilized the reinvestment feature in TRTX 2021-FL4. During the three and six months ended June 30, 2021, the Company utilized the reinvestment feature in TRTX 2021-FL4. In connection with TRTX 2021-FL4, the Company incurred $8.3 million of deferred financing costs, including issuance, legal, and accounting related costs.
On October 25, 2019, Sub-REIT issued a collateralized loan obligation (“TRTX 2019-FL3” or “FL3”). TRTX 2019-FL3 permits the Company, during the 24 months after closing, to contribute eligible new loans or participation interests in loans to TRTX 2019-FL3 in exchange for cash, which provides additional liquidity to the Company to originate new loan investments as underlying loans repay. The reinvestment period for TRTX 2019-FL3 ended on October 11, 2021 and the Company did not utilize the reinvestment feature during the three and six months ended June 30, 2021. In connection with TRTX 2019-FL3, the Company incurred $7.8 million of deferred financing costs, including issuance, legal, and accounting related costs.
On November 29, 2018, Sub-REIT issued a collateralized loan obligation (“TRTX 2018-FL2” or “FL2”). TRTX 2018-FL2 permitted the Company, during the 24 months after closing, to contribute eligible new loans or participation interests in loans to TRTX 2018-FL2 in exchange for cash, which provides additional liquidity to the Company to originate new loan investments as underlying loans repay. The reinvestment period for TRTX 2018-FL2 ended on December 11, 2020. In connection with TRTX 2018-FL2, the Company incurred $8.7 million of deferred financing costs, including issuance, legal, and accounting related costs.
On February 17, 2022, the Company redeemed TRTX 2018-FL2, which at its redemption had $600.0 million of investment-grade bonds outstanding. The 17 loans or participation interests therein with an aggregate unpaid principal balance of $805.7 million held by the trust were refinanced in part by the issuance of TRTX 2022-FL5 and in part with the expansion of an existing secured credit agreement. In connection with the redemption of TRTX 2018-FL2, the Company exercised an option under an existing secured credit agreement to increase the commitment amount by $250.0 million, pledge additional collateral with an aggregate unpaid principal balance of $463.8 million and borrow an additional $359.1 million.
The Company evaluated the key attributes of the issuers of the CRE CLOs ("CRE CLO Issuers"), which are wholly-owned subsidiaries of the Company, to determine if they were VIEs and, if so, whether the Company was the primary beneficiary of their operating activities and therefore consolidate the CRE CLOs. The Company concluded that the CRE CLO Issuers are VIEs and the Company is the primary beneficiary because it has the ability to control the most significant activities of the CRE CLO Issuers, the obligation to absorb losses to the extent of its equity investments, and the right to receive benefits that could potentially be significant to these entities. Accordingly, as of June 30, 2022 and December 31, 2021 the Company consolidated the CRE CLO Issuers.
The following table outlines the total assets and liabilities within the Sub-REIT structure (dollars in thousands):
June 30, 2022December 31, 2021
Assets
Cash and cash equivalents$25,967 $28,167 
Collateralized loan obligation proceeds held at trustee(1)
130,908 204 
Accounts receivable from servicer/trustee(2)
259,796 150 
Accrued interest receivable5,806 6,765 
Loans held for investment, net(3)
2,808,158 3,138,603 
Total assets$3,230,635 $3,173,889 
Liabilities
Accrued interest payable$2,687 $1,823 
Accrued expenses310 1,490 
Collateralized loan obligations, net(4)
2,639,314 2,545,691 
Payable to affiliates6,731 3,830 
Total liabilities$2,649,042 $2,552,834 
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(1)Includes $59.2 million and $71.7 million of cash available to acquire eligible assets related to TRTX 2022-FL5 and TRTX 2021-FL4, respectively, as of June 30, 2022. Includes $0.2 million of cash available for acquire eligible assets related to TRTX 2021-FL4 as of December 31, 2021.
(2)Includes $83.6 million, $150.5 million, and $25.5 million of cash proceeds related to loan repayments held by the Company's loan servicer as of June 30, 2022, which are remitted to the Company during the subsequent remittance cycle related to TRTX 2022-FL5, TRTX 2021-FL4 and TRTX 2019-FL3, respectively.
(3)Includes one loan held for investment with an unpaid principal balance of $1.6 million and $0.1 million as of June 30, 2022 and December 31, 2021, respectively.
(4)Net of $12.6 million and $10.3 million of unamortized deferred financing costs as of June 30, 2022 and December 31, 2021, respectively.
As of June 30, 2022 and December 31, 2021, assets held by these VIEs are restricted and can only be used to settle obligations of the related VIE. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from the then-current assets of the related VIE.
The following tables detail the loan collateral and borrowings under the Company's CRE CLOs (dollars in thousands):
June 30, 2022
CRE CLOsCountBenchmark interest rateOutstanding principal balance
Carrying value(1)
Wtd. avg. spread(2)
Wtd. avg. maturity(3)
TRTX 2019-FL3
Collateral loan investment assets15LIBOR$898,090$861,5963.15 %1.7
Financing provided1
Term SOFR(4)
707,389705,8841.57 %12.3
TRTX 2021-FL4
Collateral loan investment assets21
LIBOR(5)
1,250,0001,021,0793.06 %2.9
Financing provided1LIBOR1,037,5001,032,1091.60 %15.7
TRTX 2022-FL5
Collateral loan investment assets17
LIBOR(6)
1,075,000923,8423.28 %3.3
Financing provided1Compounded SOFR907,031901,3212.02 %16.6
Total
Collateral loan investment assets(7)
53LIBOR$3,223,090$2,806,5173.16 %2.7 years
Financing provided(8)
3Term SOFR/LIBOR/Compounded SOFR$2,651,920$2,639,3141.74 %15.1 years
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(1)Includes loan amounts held in the Company's CRE CLO investment structures and does not include other loans held for investment, net of $1.6 million held within the Sub-REIT structure.
(2)Weighted average spread excludes the amortization of loan fees and deferred financing costs.
(3)Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of related loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(4)On October 1, 2021, the benchmark index interest rate for borrowings under TRTX 2019-FL3 was converted from Compounded SOFR to Term SOFR by the designated transaction representative under the FL3 indenture. The Company has the right to convert the mortgage assets benchmark interest rate from LIBOR to Term SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(5)As of June 30, 2022, the TRTX 2022-FL4 mortgage assets are indexed to LIBOR, with the exception of one $27.7 million participation interest which is indexed to Term SOFR.
(6)As of June 30, 2022, the TRTX 2022-FL5 mortgage assets are indexed to LIBOR, with the exception of one $16.8 million participation interest which is indexed to Term SOFR. The Company has the right to convert the mortgage assets benchmark interest rate from LIBOR to Compounded SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(7)Collateral loan investment assets of FL3, FL4 and FL5 represent 19.1%, 26.5% and 22.8% of the aggregate unpaid principal balance of the Company's loans held for investment portfolio as of June 30, 2022.
(8)During the three months ended June 30, 2022, the Company recognized interest expense of $18.2 million, which includes $1.9 million of deferred financing cost amortization and is reflected within the Company's consolidated statements of income and comprehensive income. During the six months ended June 30, 2022, the Company recognized interest expense of $32.5 million, which includes $4.1 million of deferred financing cost amortization and is reflected within the Company's consolidated statements of income and comprehensive income.
December 31, 2021
CRE CLOsCountBenchmark interest rateOutstanding principal balanceCarrying value
Wtd. avg. spread(1)
Wtd. avg. maturity(2)
TRTX 2018-FL2
Collateral loan investment assets17LIBOR$805,685$795,8153.39 %2.0
Financing provided1LIBOR600,001599,3941.56 %15.9
TRTX 2019-FL3
Collateral loan investment assets19LIBOR1,109,2291,100,4973.19 %2.2
Financing provided1
Term SOFR(3)
918,487915,4511.48 %12.8
TRTX 2021-FL4
Collateral loan investment assets24LIBOR1,249,7961,242,2913.19 %3.1
Financing provided1LIBOR1,037,5001,030,8461.60 %16.2
Total
Collateral loan investment assets(4)
60LIBOR$3,164,710$3,138,6033.24 %2.7 years
Financing provided(5)
3Term SOFR/LIBOR$2,555,988$2,545,6911.55 %15.2 years
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(1)Weighted average spread excludes the amortization of loan fees and deferred financing costs.
(2)Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of related loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(3)On October 1, 2021, the benchmark index interest rate for borrowings under TRTX 2019-FL3 was converted from Compounded SOFR to Term SOFR by the designated transaction representative under the FL3 indenture. The Company has the right to convert the mortgage assets benchmark interest rate from LIBOR to Term SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(4)Collateral loan investment assets of FL2, FL3, and FL4 represent 16.4%, 22.5%, and 25.4% of the aggregate unpaid principal balance of the Company's loans held for investment portfolio as of December 31, 2021.
(5)During the three months ended June 30, 2021, the Company recognized interest expense of $13.5 million, which includes $1.7 million of deferred financing cost amortization and is reflected within the Company's consolidated statements of income and comprehensive income. During the six months ended June 30, 2021, the Company recognized interest expense of $22.0 million, which includes $2.9 million of deferred financing cost amortization and is reflected within the Company's consolidated statements of income and comprehensive income.