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Senior Secured Notes, Net
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt SECURED DEBT, NET
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 $709.0 million of collateral assets.
The following table details our secured debt ($ in thousands):
 
Secured Debt
Borrowings Outstanding
 September 30, 2024December 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.
Secured Credit Facilities
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.

The following table details our secured credit facilities by spread over the applicable base rates as of September 30, 2024 ($ in thousands):
September 30, 2024
     Recourse Limitation
Currency
Lenders(1)
Borrowings
Wtd. Avg. Maturity(2)
Loan Count
Collateral(3)
Wtd. Avg.
Maturity(4)
Wtd. Avg.Range
USD13$5,700,943 August 2026103$9,456,409 September 202636%
25% - 100%
GBP62,290,098 March 2027163,028,733 March 202726%
25% - 50%
EUR71,810,878 September 2026112,453,143 September 202641%
25% - 100%
Others(5)
41,210,639 April 202841,513,298 April 202825%
25%
Total14$11,012,558 December 2026134$16,451,583 December 202634%
25% - 100%
(1)Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.
(2)Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.
(3)Represents the principal balance of the collateral loan assets and the book value of the collateral REO assets.
(4)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.
(5)Includes Australian Dollar, Swedish Krona, and Swiss Franc currencies.
The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.
The following tables detail the spread of our secured debt as of September 30, 2024 and December 31, 2023 ($ in thousands):
 Nine Months Ended September 30, 2024September 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 more434,4122,384,679 +2.65 %3,531,019 +4.49 %+1.84 %
Total$531,530 $11,012,558 +1.91 %$16,451,583 +3.62 %+1.71 %
 Year Ended December 31, 2023December 31, 2023
Spread(1)
New Financings(2)
Total
Borrowings
Wtd. Avg.
All-in Cost(1)(3)(4)
Collateral(5)
Wtd. Avg.
All-in Yield(1)(3)
Net Interest
Margin(6)
+ 1.50% or less$— $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%42,9081,850,809 +2.11 %2,913,067 +3.92 %+1.81 %
+ 2.01% or more69,1702,518,702 +2.64 %3,616,503 +4.30 %+1.66 %
Total$112,078 $12,697,058 +1.89 %$18,594,318 +3.58 %+1.69 %
(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable.
(2)Represents the amount of new borrowings we obtained approval for during the nine months ended September 30, 2024 and year ended December 31, 2023, respectively.
(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.
(5)Represents the principal balance of the collateral loan assets and the book value of the collateral REO assets.
(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.
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.
Acquisition Facility
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.
Financial Covenants
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) $10.0 million or (y) no more than 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with these covenants.
During the three months ended September 30, 2024, the financial covenant under each applicable secured debt agreement related to the ratio of our EBITDA to fixed charges, as noted above, was amended so that the ratio shall be not less than 1.25 to 1.0 with respect to each of the four fiscal quarters beginning with the quarter ended September 30, 2024, and shall be not less than 1.3 to 1.0 thereafter.
SECURITIZED DEBT OBLIGATIONS, NET
We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 19 for further discussion of our CLOs. The following tables detail our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):
 September 30, 2024
Securitized Debt ObligationsCount
Principal
 Balance
Book
Value(1)
Wtd. Avg.
 Yield/Cost(2)(3)
Term(4)
2021 FL4 Collateralized Loan Obligation     
Senior CLO Securities Outstanding1$785,453 $785,371 + 1.40 %May 2038
Underlying Collateral Assets25981,703 981,703 + 3.26 %January 2026
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding1659,495 659,494 + 1.86 %November 2037
Underlying Collateral Assets14850,745 850,745 + 3.06 %February 2026
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding1803,484 803,442 + 1.38 %February 2038
Underlying Collateral Assets141,060,359 1,060,359 + 2.82 %April 2026
Total
Senior CLO Securities Outstanding(5)
3$2,248,432 $2,248,307 +1.53 %
Underlying Collateral Assets53$2,892,807 $2,892,807 + 3.03 %
(1)The book value of underlying collateral assets excludes any applicable CECL reserves.
(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 ObligationsCount
Principal
 Balance
Book Value(1)
Wtd. Avg.
 Yield/Cost(2)(3)
Term(4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding1$803,750 $801,800 + 1.70 %May 2038
Underlying Collateral Assets261,000,000 1,000,000 + 3.28 %December 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding1714,352 714,352 + 2.18 %November 2037
Underlying Collateral Assets15905,602 905,602 + 2.87 %September 2025
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding1989,412 989,265 + 1.57 %February 2038
Underlying Collateral Assets151,246,287 1,246,287 + 2.85 %October 2025
Total
Senior CLO Securities Outstanding(5)
3$2,507,514 $2,505,417 +1.79 %
Underlying Collateral Assets56$3,151,889 $3,151,889 +2.99 %
(1)The book value of underlying collateral assets excludes any applicable CECL reserves.
(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, 2023, we recorded $44.5 million and $127.6 million, respectively, of interest expense related to our securitized debt obligations.
ASSET-SPECIFIC DEBT, NET
The following table details our asset-specific debt ($ in thousands):

 September 30, 2024
Asset-Specific DebtCount
Principal
 Balance
Book Value(1)
Wtd. Avg.
Yield/Cost(2)
Wtd. Avg.
 Term(3)
Financing provided2$1,201,237 $1,197,056 + 3.19 %June 2026
Collateral assets2$1,433,807 $1,425,388 + 4.06 %June 2026
 
 December 31, 2023
Asset-Specific DebtCount
Principal
 Balance
Book Value(1)
Wtd. Avg.
 Yield/Cost(2)
Wtd. Avg.
 Term(3)
Financing provided2$1,004,097 $1,000,210 + 3.14 %March 2026
Collateral assets2$1,194,408 $1,186,559 + 3.98 %March 2026
(1)The book value of underlying collateral assets excludes any applicable CECL reserves.
(2)The weighted-average all-in yield and cost are expressed as a spread over SOFR. These floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs.
(3)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans.
TERM LOANS, NET
As of September 30, 2024, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term LoansFace 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 Loan407,773 + 2.86 %+ 3.54 %April 23, 2026
B-4 Term Loan807,234 + 3.50 %+ 4.11 %May 9, 2029
Total face value$2,116,425 
(1)The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50%. The Term Loans are indexed to one-month SOFR.
(2)Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.
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 $25,000 during the three and nine months ended September 30, 2024. There was no repurchase activity during the three and nine months ended September 30, 2023.
The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):

 September 30, 2024December 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 $2,101,632 
The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.
SENIOR SECURED NOTES, NET
As of September 30, 2024, the following senior secured notes, or Senior Secured Notes, were outstanding ($ in thousands):

Senior Secured NotesFace ValueInterest Rate
All-in Cost(1)
Maturity
Senior Secured Notes$335,316 3.75 %4.02 %January 15, 2027
(1)Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.
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 $4.5 million during both the three and nine months ended September 30, 2023.
The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):
September 30, 2024December 31, 2023
Face value$335,316 $366,090 
Deferred financing costs(2,293)(3,327)
Net book value$333,023 $362,763 
The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of September 30, 2024 and December 31, 2023, we were in compliance with this covenant. Under certain circumstances, we may, at our option, release all of the collateral securing our Senior Secured Notes, in which case we would also be required to maintain a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater. This covenant is not currently in effect as the collateral securing our Senior Secured Notes has not been released.
CONVERTIBLE NOTES, NET
As of September 30, 2024, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

Convertible Notes IssuanceFace ValueInterest Rate
All-in Cost(1)
Conversion Price(2)
Maturity
March 2022 convertible notes$266,157 5.50%5.94%$36.27March 15, 2027
(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
(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 $2.0 million during the three and nine months ended September 30, 2024. There was no repurchase activity during the three and nine months ended September 30, 2023.
The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):
 September 30, 2024December 31, 2023
Face value$266,157 $300,000 
Deferred financing costs and unamortized discount(2,823)(4,153)
Net book value$263,334 $295,847 
The following table details our interest expense related to the Convertible Notes ($ in thousands):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Cash coupon$3,874 $4,125 $12,124 $14,514 
Discount and issuance cost amortization305 319 944 1,270 
Total interest expense$4,179 $4,444 $13,068 $15,784 
Accrued interest payable for the Convertible Notes was $649,000 and $4.9 million as of September 30, 2024 and December 31, 2023, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.