Our secured debt includes our secured credit facilities. During the nine months ended September 30, 2024, we obtained approval for $531.5 million of new borrowings against $709.0 million of collateral assets.


	Secured Debt Borrowings Outstanding
	September 30, 2024		December 31, 2023
Secured credit facilities	$	11,012,558	$	12,697,058


Deferred financing costs(1)	(11,067)		(13,963)
Net book value of secured debt	$	11,001,491	$	12,683,095

(1)Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred and recognized as a component of interest expense over the life of each related facility.

Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with sufficient flexibility to accommodate our investment and asset management strategy. The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions. Our credit facilities are diversified across 14 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.


September 30, 2024
									Recourse Limitation
Currency	Lenders(1)	Borrowings		Wtd. Avg. Maturity(2)	Loan Count	Collateral(3)		Wtd. Avg. Maturity(4)	Wtd. Avg.	Range
USD	13	$	5,700,943	August 2026	103	$	9,456,409	September 2026	36%	25% - 100%
GBP	6	2,290,098		March 2027	16	3,028,733		March 2027	26%	25% - 50%
EUR	7	1,810,878		September 2026	11	2,453,143		September 2026	41%	25% - 100%
Others(5)	4	1,210,639		April 2028	4	1,513,298		April 2028	25%	25%
Total	14	$	11,012,558	December 2026	134	$	16,451,583	December 2026	34%	25% - 100%

(2)Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.

The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.


	Nine Months Ended September 30, 2024		September 30, 2024
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	23,000	$	4,437,843	+1.53	%	$	6,695,441	+3.20	%	+1.67	%
+ 1.51% to + 1.75%	74,118		2,861,825		+1.79	%	3,969,387		+3.54	%	+1.75	%
+ 1.76% to + 2.00%	—		1,328,211		+2.10	%	2,255,736		+3.75	%	+1.65	%
+ 2.01% or more	434,412		2,384,679		+2.65	%	3,531,019		+4.49	%	+1.84	%
Total	$	531,530	$	11,012,558	+1.91	%	$	16,451,583	+3.62	%	+1.71	%


	Year Ended December 31, 2023		December 31, 2023
Spread(1)	New Financings(2)		Total Borrowings		Wtd. Avg. All-in Cost(1)(3)(4)		Collateral(5)		Wtd. Avg. All-in Yield(1)(3)		Net Interest Margin(6)
+ 1.50% or less	$	—	$	5,647,848	+1.53	%	$	8,341,383	+3.24	%	+1.71	%
+ 1.51% to + 1.75%	—		2,679,699		+1.82	%	3,723,365		+3.49	%	+1.67	%
+ 1.76% to + 2.00%	42,908		1,850,809		+2.11	%	2,913,067		+3.92	%	+1.81	%
+ 2.01% or more	69,170		2,518,702		+2.64	%	3,616,503		+4.30	%	+1.66	%
Total	$	112,078	$	12,697,058	+1.89	%	$	18,594,318	+3.58	%	+1.69	%

(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any, and REO assets.

(4)Represents the weighted-average all-in cost as of September 30, 2024 and December 31, 2023, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amounts and frequency limitations. As of September 30, 2024, there was an aggregate $1.1 billion available to be drawn at our discretion under our credit facilities.

We previously had a $100.0 million full recourse secured credit facility that was designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost of borrowing under the facility was variable, dependent on the type of loan collateral. This facility matured on April 3, 2024.

During the nine months ended September 30, 2024, we had no borrowings under the acquisition facility, and we recorded interest expense of $126,000, including $35,000 of amortization of deferred fees and expenses.

During the year ended December 31, 2023, we had no borrowings under the acquisition facility, and we recorded interest expense of $722,000, including $233,000 of amortization of deferred fees and expenses.

As of September 30, 2024, we are subject to the following financial covenants related to our secured debt: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.25 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $3.6 billion as of each measurement date plus 75% to 85% of the net cash proceeds of future equity issuances subsequent to September 30, 2024; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) no more than 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with these covenants.

During the three months ended September 30, 2024, the financial covenant under each applicable secured debt agreement related to the ratio of our EBITDA to fixed charges, as noted above, was amended so that the ratio shall be not less than 1.25 to 1.0 with respect to each of the four fiscal quarters beginning with the quarter ended September 30, 2024, and shall be not less than 1.3 to 1.0 thereafter.

We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 19 for further discussion of our CLOs. The following tables detail our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):


	September 30, 2024
Securitized Debt Obligations		Count	Principal Balance		Book Value(1)		Wtd. Avg. Yield/Cost(2)(3)		Term(4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	785,453	$	785,371	+ 1.40	%	May 2038
Underlying Collateral Assets		25	981,703		981,703		+ 3.26	%	January 2026
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	659,495		659,494		+ 1.86	%	November 2037
Underlying Collateral Assets		14	850,745		850,745		+ 3.06	%	February 2026
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	803,484		803,442		+ 1.38	%	February 2038
Underlying Collateral Assets		14	1,060,359		1,060,359		+ 2.82	%	April 2026
Total
Senior CLO Securities Outstanding(5)		3	$	2,248,432	$	2,248,307	+1.53	%
Underlying Collateral Assets		53	$	2,892,807	$	2,892,807	+ 3.03	%

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(3)The weighted-average all-in yield and cost are expressed as a spread over SOFR. All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.

(4)Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.

(5)During the three and nine months ended September 30, 2024, we recorded $40.6 million and $123.9 million, respectively, of interest expense related to our securitized debt obligations.


	December 31, 2023
Securitized Debt Obligations		Count	Principal Balance		Book Value(1)		Wtd. Avg. Yield/Cost(2)(3)		Term(4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	801,800	+ 1.70	%	May 2038
Underlying Collateral Assets		26	1,000,000		1,000,000		+ 3.28	%	December 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	714,352		714,352		+ 2.18	%	November 2037
Underlying Collateral Assets		15	905,602		905,602		+ 2.87	%	September 2025
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	989,412		989,265		+ 1.57	%	February 2038
Underlying Collateral Assets		15	1,246,287		1,246,287		+ 2.85	%	October 2025
Total
Senior CLO Securities Outstanding(5)		3	$	2,507,514	$	2,505,417	+1.79	%
Underlying Collateral Assets		56	$	3,151,889	$	3,151,889	+2.99	%

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(3)The weighted-average all-in yield and cost are expressed as a spread over SOFR. All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.

(5)During the three and nine months ended September 30, 2023, we recorded $44.5 million and $127.6 million, respectively, of interest expense related to our securitized debt obligations.


	September 30, 2024
Asset-Specific Debt		Count	Principal Balance		Book Value(1)		Wtd. Avg. Yield/Cost(2)		Wtd. Avg. Term(3)
Financing provided		2	$	1,201,237	$	1,197,056	+ 3.19	%	June 2026
Collateral assets		2	$	1,433,807	$	1,425,388	+ 4.06	%	June 2026

	December 31, 2023
Asset-Specific Debt		Count	Principal Balance		Book Value(1)		Wtd. Avg. Yield/Cost(2)		Wtd. Avg. Term(3)
Financing provided		2	$	1,004,097	$	1,000,210	+ 3.14	%	March 2026
Collateral assets		2	$	1,194,408	$	1,186,559	+ 3.98	%	March 2026

(2)The weighted-average all-in yield and cost are expressed as a spread over SOFR. These floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs.

(3)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans.


Term Loans	Face Value		Interest Rate(1)		All-in Cost(1)(2)		Maturity
B-1 Term Loan	$	901,418	+ 2.36	%	+ 2.65	%	April 23, 2026
B-3 Term Loan	407,773		+ 2.86	%	+ 3.54	%	April 23, 2026
B-4 Term Loan	807,234		+ 3.50	%	+ 4.11	%	May 9, 2029
Total face value	$	2,116,425

The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the aggregate initial principal balance due in quarterly installments. The issue discount and transaction expenses on the B-1 Term Loan were $3.1 million and $12.6 million, respectively. The issue discount and transaction expenses of the B-3 Term Loan were $9.6 million and $5.4 million, respectively. The issue discount and transaction expenses of the B-4 Term Loan were $17.3 million and $10.3 million, respectively. These discounts and expenses are amortized into interest expense over the life of each Term Loan. During the three and nine months ended September 30, 2024, we recorded $46.5 million and $139.8 million, respectively, of interest expense related to our Term Loans, including $2.3 million and $6.8 million, respectively, of amortization of deferred fees and expenses.

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $2.3 million of the B-1 Term Loan at a weighted-average price of 99%. This resulted in a gain on extinguishment of debt of $25,000 during the three and nine months ended September 30, 2024. There was no repurchase activity during the three and nine months ended September 30, 2023.


	September 30, 2024		December 31, 2023
Face value	$	2,116,425	$	2,135,221
Deferred financing costs and unamortized discount	(26,710)		(33,589)
Net book value	$	2,089,715	$	2,101,632

The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.

The transaction expenses on the Senior Secured Notes were $6.3 million, which are amortized into interest expense over the life of the Senior Secured Notes. During the three and nine months ended September 30, 2024, we recorded $3.4 million and $10.5 million, respectively, of interest expense related to our Senior Secured Notes, including $254,000 and $775,000, respectively, of amortization of deferred fees and expenses.

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $4.6 million and $30.8 million, respectively, of the Senior Secured Notes at a weighted-average price of 92% and 88%, respectively. This resulted in a gain on extinguishment of debt of $330,000 and $3.3 million during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, we repurchased an aggregate principal amount of $33.4 million of the Senior Secured Notes at a weighted-average price of 85%. This resulted in a gain on extinguishment of debt of $4.5 million during both the three and nine months ended September 30, 2023.

The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with this covenant. Under certain circumstances, we may, at our option, release all of the collateral securing our Senior Secured Notes, in which case we would also be required to maintain a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater. This covenant is not currently in effect as the collateral securing our Senior Secured Notes has not been released.

(2)Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the Convertible Notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold has not been exceeded as of September 30, 2024.

Other than as provided by the optional redemption provisions with respect to our Convertible Notes, we may not redeem the Convertible Notes prior to maturity. The Convertible Notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the applicable conversion rate in effect on the conversion date. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported sale price of our class A common stock of $19.01 on September 30, 2024, the last trading day in the three months ended September 30, 2024, was less than the per share conversion price of the Convertible Notes.

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $33.8 million of the Convertible Notes at a weighted-average price of 93%. This resulted in a gain on extinguishment of debt of $2.0 million during the three and nine months ended September 30, 2024. There was no repurchase activity during the three and nine months ended September 30, 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cash coupon	$	3,874	$	4,125	$	12,124	$	14,514
Discount and issuance cost amortization	305		319		944		1,270
Total interest expense	$	4,179	$	4,444	$	13,068	$	15,784